Golden Star Broadcasts Cancellation of Enterprise Mixture Extraordinary Common Assembly
NEW YORK, Might 24, 2024 (GLOBE NEWSWIRE) — Golden Star Acquisition Company (NASDAQ: GODN) (the “Firm” or “Golden Star”) immediately introduced that it has cancelled the extraordinary basic assembly of its shareholders that was beforehand scheduled for 10:00 a.m. Japanese Time on Might 30, 2024 (the “Enterprise Mixture EGM”), and has withdrawn from consideration by the shareholders the proposals set forth within the Firm’s definitive proxy assertion for the Enterprise Mixture EGM filed with the U.S. Securities and Trade Fee (the “SEC”) on Might 17, 2024.
As beforehand introduced, on September 16, 2023, the Firm entered right into a definitive enterprise mixture settlement (the “Enterprise Mixture Settlement”) with Gamehaus Inc. (“Gamehaus”), a cellular sport publishing firm. On Might 17, 2024, the Firm filed its definitive proxy assertion, saying the Enterprise Mixture EGM to think about and vote upon, amongst different issues, the adoption of the Enterprise Mixture Settlement and the approval of the transactions contemplated below the Enterprise Mixture Settlement.
On Might 22, 2024, Gamehaus notified the Firm that it obtained a written discover from the China Securities Regulatory Fee (the “CSRC”), requiring it to finish the submitting with the CSRC pursuant to the Trial Administrative Measures of Abroad Securities Providing and Itemizing by Home Corporations, as promulgated by the CSRC on February 17, 2023. Pursuant to Part 8.1(l) of the Enterprise Mixture Settlement, the obligations of the events to consummate the transactions contemplated thereunder are topic to Gamehaus having obtained the required approval from the CSRC, amongst others. Subsequently, the board of administrators of the Firm has determined to cancel the Enterprise Mixture EGM to permit extra time for the closing situations below the Enterprise Mixture Settlement to be met.
About Golden Star
Golden Star Acquisition Company is a clean test firm fashioned as an exempted firm below the legal guidelines of the Cayman Islands whose enterprise function is to impact a merger, capital inventory change, asset acquisition, inventory buy, reorganization or related enterprise mixture with a number of companies.
Further Data and The place to Discover It
This press launch pertains to a proposed enterprise mixture amongst Golden Star, Gamehaus and sure different entities as contemplated below the Enterprise Mixture Settlement (the “Proposed Enterprise Mixture”). This press launch doesn’t represent a suggestion to promote or change, or the solicitation of a suggestion to purchase or change, any securities, nor shall there be any sale of securities in any jurisdiction wherein such supply, sale or change could be illegal previous to registration or qualification below the securities legal guidelines of any such jurisdiction. In reference to the Proposed Enterprise Mixture, Gamehaus Holdings Inc. (“Pubco”) has filed a registration assertion on Type F-4 (as could also be amended sometimes, the “Registration Assertion”) with the SEC that features a proxy assertion/prospectus and different related paperwork to be distributed by Golden Star to its shareholders as of the report date to be established for voting on the Proposed Enterprise Mixture in reference to its solicitation of proxies for the vote by its shareholders in reference to the Proposed Enterprise Mixture and the opposite issues as described in such proxy assertion. Golden Star and Pubco may even file different paperwork concerning the Proposed Enterprise Mixture with the SEC. Earlier than making any voting choice, traders and safety holders of Golden Star are urged to learn the Registration Assertion, the proxy assertion/prospectus, and all different related paperwork filed or that might be filed with the SEC in reference to the Proposed Enterprise Mixture as they grow to be accessible as a result of they are going to include essential details about the Proposed Enterprise Mixture.
Traders and safety holders will have the ability to receive free copies of the Registration Assertion, the proxy assertion/prospectus and all different related paperwork filed or that might be filed with the SEC by Golden Star by the web site maintained by the SEC at www.sec.gov. The paperwork filed by Golden Star with the SEC additionally could also be obtained freed from cost upon written request to Golden Star Acquisition Company, 99 Hudson Road, fifth Ground, New York, New York 10013.
Individuals within the Solicitation
Golden Star, Pubco and Gamehaus, and their respective administrators and government officers could also be deemed to be individuals within the solicitation of proxies from the Golden Star shareholders in reference to the Proposed Enterprise Mixture. Data concerning the individuals who might, below SEC guidelines, be deemed individuals within the solicitation of Golden Star’s shareholders in reference to the Proposed Enterprise Mixture might be set forth within the proxy assertion/prospectus included within the Registration Assertion filed with the SEC in reference to the Proposed Enterprise Mixture. You will discover extra details about Golden Star’s administrators and government officers in Golden Star’s ultimate prospectus associated to its preliminary public providing dated Might 1, 2023 and subsequent SEC experiences. Further data concerning the individuals within the proxy solicitation and an outline of their direct and oblique pursuits might be included within the proxy assertion/prospectus when it turns into accessible. Shareholders, potential traders and different individuals ought to learn the proxy assertion/prospectus rigorously when it turns into accessible earlier than making any voting or funding choices. You might receive free copies of those paperwork from the sources indicated above.
No Supply or Solicitation
This press launch is for informational functions solely and is neither a suggestion to buy, nor a solicitation of a suggestion to promote, subscribe for or purchase any securities or the solicitation of any vote in any jurisdiction pursuant to the Proposed Enterprise Mixture or in any other case, nor shall there be any sale, issuance or switch or securities in any jurisdiction in contravention of relevant regulation. No supply of securities shall be made besides by the use of a prospectus assembly the necessities of Part 10 of the Securities Act.
Ahead-Wanting Statements
This press launch comprises sure forward-looking statements inside the that means of the federal securities legal guidelines with respect to the Proposed Enterprise Mixture amongst Golden Star, Gamehaus and sure different entities. Ahead-looking statements embody data regarding Golden Star’s and Gamehaus’ doable or assumed future outcomes of operations, enterprise methods, aggressive place, trade surroundings, potential progress alternatives, and the consequences of regulation, together with whether or not the Proposed Enterprise Mixture will generate returns for shareholders. These forward-looking statements are primarily based on Golden Star’s or Gamehaus’ administration’s present expectations, projections, and beliefs, in addition to a lot of assumptions regarding future occasions. These forward-looking statements typically are recognized by the phrases “imagine,” “venture,” “anticipate,” “anticipate,” “estimate,” “intend,” “technique,” “future,” “alternative,” “plan,” “might,” “ought to,” “will,” “would,” “might be,” “will proceed,” “will seemingly outcome,” and related expressions. Ahead-looking statements are predictions, projections and different statements about future occasions which might be primarily based on present expectations and assumptions and, consequently, are topic to dangers and uncertainties. Many components may trigger precise future occasions to vary materially from the forward-looking statements on this doc. These dangers, uncertainties, assumptions, and different essential components embody, however are usually not restricted to: (a) the prevalence of any occasion, change, or different circumstances that might give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Proposed Enterprise Mixture; (b) the end result of any authorized proceedings which may be instituted towards Golden Star, Gamehaus, or others following the announcement of the Proposed Enterprise Mixture and any definitive agreements with respect thereto; (c) the shortcoming to finish the Proposed Enterprise Mixture because of the failure to acquire the approval of the shareholders of Golden Star or Gamehaus or to fulfill different situations to closing, together with the receipt of sure governmental and regulatory approvals; (d) modifications to the proposed construction of the Proposed Enterprise Mixture which may be required or applicable because of relevant legal guidelines or rules or as a situation to acquiring regulatory approval of the Proposed Enterprise Mixture; (e) the flexibility to satisfy the relevant inventory change itemizing requirements following the consummation of the Proposed Enterprise Mixture; (f) the danger that the Proposed Enterprise Mixture disrupts present plans and operations of Gamehaus or its subsidiaries because of the announcement and consummation of the transactions described herein; (g) the impact of the announcement or pendency of the transaction on Gamehaus’s enterprise relationships, working outcomes, and enterprise typically; (h) the flexibility to acknowledge the anticipated advantages of the Proposed Enterprise Mixture, which can be affected by, amongst different issues, competitors, the flexibility of Gamehaus to develop and handle progress profitably, keep relationships with prospects and suppliers and retain its administration and key staff; (i) prices associated to the Proposed Enterprise Mixture; (j) the value of Golden Star’s securities could also be unstable resulting from quite a lot of components, together with modifications within the aggressive and controlled industries wherein Gamehaus operates, variations in working efficiency throughout rivals, modifications in legal guidelines and rules affecting Gamehaus’s enterprise, Gamehaus’s incapability to implement its marketing strategy or meet or exceed its monetary projections and modifications within the mixed capital construction; (okay) modifications in relevant legal guidelines or rules, together with authorized or regulatory developments (together with, with out limitation, accounting issues) which may end in unexpected delays within the timing of the Proposed Enterprise Mixture and negatively affect the buying and selling value of Golden Star’s securities and the attractiveness of the Proposed Enterprise Mixture to traders; (l) the likelihood that Golden Star and Gamehaus could also be adversely affected by different financial, enterprise, and/or aggressive components; (m) Gamehaus’ means to execute its enterprise plans and techniques; (n) Gamehaus’ estimates of bills and profitability; (o) the quantity of redemption requests made by Golden Star’s public shareholders; (p) the danger that the transaction will not be accomplished by Golden Star’s enterprise mixture deadline and the potential failure to acquire extensions of the enterprise deadline if sought by Golden Star; and (q) the consequences of pure disasters, terrorist assaults and the unfold and/or abatement of infectious ailments, comparable to COVID-19, on the Proposed Enterprise Mixture or on the flexibility to implement enterprise plans, forecasts, and different dangers and uncertainties indicated sometimes in Golden Star’s annual report for the fiscal 12 months ended December 31, 2023 filed with the SEC on March 29, 2024, together with these below “Threat Elements” therein, and different paperwork filed or to be filed with the SEC by Golden Star. Copies can be found on the SEC’s web site at www.sec.gov. The foregoing record of things just isn’t exhaustive. You need to rigorously think about the foregoing components and the opposite dangers and uncertainties described within the “Threat Elements” part of Golden Star’s annual report, the joint proxy assertion/prospectus on Type F-4 mentioned above and different paperwork filed by Golden Star or Pubco sometimes with the SEC. These filings establish and deal with different essential dangers and uncertainties that might trigger precise occasions and outcomes to vary materially from these contained within the forward-looking statements. Ahead-looking statements converse solely as of the date they’re made. Readers are cautioned to not put undue reliance on forward-looking statements, and Pubco, Gamehaus and Golden Star assume no obligation and don’t intend to replace or revise these forward-looking statements, whether or not because of new data, future occasions, or in any other case. Neither Pubco, Gamehaus nor Golden Star provides any assurance that both Pubco, Gamehaus or Golden Star, or the mixed firm, will obtain its expectations.
Firm Contacts:
Mr. Kenneth Lam
Chief Monetary Officer
Golden Star Acquisition Company
99 Hudson Road, fifth Ground
New York, New York 10013
Tel.: (646) 706-5365
E mail: cfo@goldenstarcorp.internet
