M&A - Golden Star Acquisition Corp

Form Type: 8-K

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000149315225003221

Filing Summary: On January 20, 2025, Golden Star Acquisition Corporation held an extraordinary general meeting where shareholders voted on seven proposals. Significant approvals included the Business Combination Proposal, allowing the adoption of the Business Combination Agreement with G-Star Management Corporation and Gamehaus Holdings Inc. Shareholders supported the Merger Proposal, permitting the Second Merger where the Second Merger Sub merges with Golden Star. Additional proposals concerning amendments to the memorandum and articles of association, governance provisions, an equity incentive plan, and share issuance in connection with the Business Combination were also approved. Notably, 2,406,044 ordinary shares were redeemed for approximately $27,259,576, leaving 95,977 shares outstanding post-redemption. Overall, the meeting provided the necessary votes to proceed with the significant business combination and merger.

Form Type: DEFM14A

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000149315224052185

Filing Summary: Golden Star Acquisition Corporation is undertaking a Business Combination Agreement with G-Star Management Corporation to merge with Gamehaus Inc., resulting in Gamehaus becoming a wholly owned subsidiary of Pubco. Following the mergers, each outstanding ordinary share of Gamehaus will be converted into Pubco Class A Ordinary Shares at a defined Exchange Ratio. The total Aggregate Merger Consideration is $500 million, paid entirely in Pubco shares. The business combination is aimed at integrating Gamehaus into a larger corporate structure post-merger, enabling greater operational capacity and shareholder value. The anticipated extraordinary general meeting of shareholders is scheduled for January 20, 2025, to approve the agreement and related matters. Shareholders not redeeming their shares may face dilution in value as they transition from ownership in Golden Star to becoming shareholders in Pubco, which has a dual-class voting structure favoring certain shareholders significantly during corporate decision-making processes. Pubco intends to apply for listing on Nasdaq under the symbol ‘GMHS’.