Golden Star Acquisition Corporation *

Golden Star Acquisition Corporation *

Dec 9, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Gamehaus Inc. 

ENTERPRISE VALUE: $500 million
ANTICIPATED SYMBOL: TBD

Golden Star Acquisition Corporation entered into a definitive Business Combination Agreement with Gamehaus Inc.

  • Gamehaus is a technology-driven mobile game publishing company dedicated to nurturing partnerships with and amplifying the success of small- and medium-sized game developers.
  • Gamehaus helps small- and medium-sized game developers stay competitive in the global gaming market with data-driven commercialization support and optimized game distribution solutions.

EXTENSION – 7/3/24 – LINK

  • The contribution amendment was approved and will deposit $50k per month until February 4, 2025.
    • 2,801,372 were redeemed at the meeting.

SUBSEQUENT EVENT – 7/1/24 – LINK

  • The outside date was amended from June 30, 2024 to February 4, 2025.

EXTENSION – 4/2/24 – LINK

  • The SPAC approved the extension from April 4, 2024 to February 4, 2025.
    • 1,596,607 shares were redeemed.
    • $0.02/share per month will be deposited into the trust account.

TRANSACTION

  • The transaction represents a post-combination enterprise value of $500 million for Gamehaus upon closing of the Business Combination.
  • The transaction has been approved by the boards of directors of both Golden Star and Gamehaus and is expected to be consummated in the fourth quarter of 2023 or early 2024.
  • The combined company is expected to operate under the name Gamehaus and Gamehaus’ executive management team will continue to lead the combined company.

SPAC FUNDING

  • Not specified at this time.

LOCK-UP

  • Company and Sponsor:
    • The lock-up period applicable to the Company and Sponsor will be:
      • (i) with respect to 50% of the lock-up shares, until the earlier of:
        • (A) 6 months from and after the Closing or
        • (B) the date on which the closing sale price of the Pubco Ordinary Shares has equaled or exceeded $12.50 per share for any 20 trading days within any 30 consecutive trading day period commencing after the Closing, and
      • (ii) with respect to the other 50% of the lock-up shares, until 6 months from and after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Golden Star and Gamehaus shareholder approvals

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either Golden Star or Gamehaus if any of the conditions to Closing have not been satisfied or waived by June 30, 2024.
    • The outside date was amended from June 30, 2024 to February 4, 2025. – LINK

ADVISORS

  • Gamehaus Advisors:
    • Hunter Taubman Fischer & Li LLC, Ogier (Cayman) LLP, and JunHe LLP are serving as legal advisors
  • Golden Star Advisors:
    • Wilson Sonsini Goodrich & Rosati, Conyers Dill & Pearman LLP, and Deheng Shanghai Law Office are serving as legal advisors

MANAGEMENT & BOARD


Executive Officers

Linjun Guo, 50
Director, Chairman and Chief Executive Officer

Mr. Guo is a seasoned international lawyer focusing on corporate law and mergers and acquisitions. For more than 20 years Mr. Guo has advised multinational clients in dozens of corporate acquisitions, joint ventures, business restructurings, securities transactions, and dispute resolution. Since September 2019, he has served as Director of Legal Affairs in ENN Stock Corporation Limited and Xinzhiwolai Network Technology Limited, where he handles mergers and acquisitions, investments, restructurings, contracts drafting and project review and general legal affairs. From December 2016 to August 2019, Mr. Guo practiced law in Beijing Zhonglun W&D Law Firm. From August 2015 to March 2016, Mr. Guo served as General Counsel at Weichai Power Corporation Limited, a fortune 500 company. Mr. Guo was in private legal practice in Beijing Global Law Firm from 2013 to 2015, Shanghai Jade & Fountain Law Firm from 2010 to 2013, and Beijing Broad & Bright Law Firm from 2008 to 2010. From 2002 to 2008 he practiced law in Freshfields Bruckhaus Deringer (Beijing office). He served as Legal Consultant in O’Melveny & Myers (Shanghai office) from 1997 to 1999 and subsequently in Freshfields Bruckhaus Deringer (Beijing office) from 1999 to 2001. From 1996 to 1997 Mr. Guo worked in China Foreign Ministry. Mr. Guo holds Master of Laws degrees from Northwestern University and China University of Political Science & Law and an English Major top-up university diploma from Henan Institute of Education. Mr. Guo is admitted to practice law in New York State and China.


Kenneth Lam, 57
Chief Financial Officer

Mr. Lam, a chartered accountant in the United Kingdom and a CPA in Hong Kong, is a seasoned finance executive with cross functional experiences including board directorship, executive management, enterprise risk management, quality system implementation, Environmental Health & Safety supervision, legal and company secretarial support in leading MNCs. He has proven track records on formulating and implementing financial strategies for Multi-National Corporations in Chinese market. Mr. Lam was the China CFO, Asia Motor Business Unit Finance Business Partner, interim CEO of AXA Assistance based in Beijing and Suzhou between 2016 and 2018. Before joining AXA, Kenneth worked for Airbus for 17 years from 1998 to 2015 in Beijing and Tianjin. He was the Vice President in Finance & Quality of Airbus and acted as the CFO of Airbus in China, board director in JVs and WOFE, and the finance shared services leader of the Group. Mr. Lam was the lead player in the establishment of an engineering center in Beijing, the A320 Final Assembly Line and a logistics center in Tianjin, and a manufacturing center in Harbin. He was also the chief negotiator of two Beijing JVs extension. Between 1995 and 1997, Mr. Lam was the Senior Financial Accountant and Regional EH&S Supervisor of ARCO Chemical Asia Pacific in Hong Kong. On public practice side, Mr. Lam joined PriceWaterhouseCoopers in Beijing from 1997 to 1998, Ernst & Young in Hong Kong from 1992 to 1994, and Helmores in London from 1998 to 1991. During these periods, Mr. Lam gained rich experience in providing clients assurance and IPO services, and advising clients on business issues. Mr. Lam was appointed by the Chief Executive of Hong Kong as a Financial Reporting Review Panel Member of the Financial Reporting Council from 2007 to 2013. The duty was to conduct enquiry into non-compliance with financial reporting requirements of listed companies. Mr. Lam received a Bachelor of Science degree with Honor in Electrical Engineering Science from the University of Warwick and a Master of Science degree in Management Science from the Imperial College London.



Board of Directors

Chi Zhang, 37
Director Nominee

Mr. Zhang has over ten years’ experience in finance, venture capital and early-stage companies. He focuses on and has considerable expertise in early-stage Deeptech companies such as Hesai Group, Gago Data, IDM Sensors, and etc. Mr. Zhang is an executive partner at Grains Valley Capital, a top-tier VC firm with outstanding reputation in China, since January 2011. From June 2018 to July 2019, Mr. Zhang co-sponsored Thunder Bridge Acquisition Ltd. (Nasdaq: TBRG), which took Repay Holdings Corp. (Nasdaq: RPAY) public in the U.S. market in July 2019. Before his career as a venture capitalist, Mr. Zhang worked as an engineer focusing on clean technologies and served as Project Manager in Institut für angewandtes Stoffstrommanagement (IfaS)in Germany from October 2009 to November 2010. Mr. Zhang holds a master’s degree of engineering from University of Applied Sciences Trier in Germany, and a master’s degree of international cooperation policy from Ritsumeikan Asia Pacific University in Japan.


Xiaoou Wang, 37
Director Nominee

For more than 10 years, Ms. Wang has been providing professional advises to both internal and external clients on investment and finance. Since September 2020, she has been serving as Vice President in China Safety Investment and Development Co., Limited, where she advises institutional and high net worth individual clients on PE investments. During July 2016 to September 2019, she served as an investment research director in Zhenghekaiyuan Holdings Ltd. and JD Finance Limited. From July 2012 to July 2016, she served as Asian investment analyst in Australian Super Pty Limited. Prior to that, she served as research analyst in China International Capital Corporation Limited from June 2010 to August 2010. From August 2008 to June 2010, she served as consultant and internal auditor in Deloitte LLP. Ms. Wang holds a master’s degree in Management and Regulation of Risk from London School of Economics, and Bachelor’s degrees in Mathematics, Optimisation with Statistics from Imperial College London.


Bugao Xu, 35 [Appointed]
Director Nominee

Mr. Xu  currently serves as the Zhejiang Regional Director of JD Retail Platform Operation and Marketing Center of JD.COM since November 2021. Prior to joining JD.COM, Mr. Xu served as the Managing Partner and the Chief Risk Officer of Hangzhou Hongyi Venture Capital Partnership (Limited Partnership) from 2015 to 2021. From 2012 to 2014, he worked at Yueqing Branch of China Minsheng Banking Corp., Ltd. as the General Manager of Business Department. Prior to that, he served as Account Manager at Wenzhou Branch of Bank of Taizhou Co., Ltd. Mr. Xu received a master’s degree in business administration from Central South University in 2019.


Xinghua Fan, 58 [Resigned]
Director Nominee

Mr. Fan currently serves as the Vice General Manager and is responsible for the financing and listing of SINO SIC Technology Development Co., Ltd.’s silicon carbide project. Mr. Fan has served as the Senior Partner and Vice President of Beijing New Board Capital Investment Holdings Co. Ltd. since 2014. At the same time, he is also the executive director of the World Union Fortune Entrepreneur Club and a member of the investment committee. Mr. Fan was the COO of Sino-American Holding Group from 2011 to 2013. From 2008 to 2011, he worked as the vice president of Zhongshuo Investment Guarantee Group. From 2005 to 2007, he has worked in Xinyuan Guarantee (China) Co., Ltd. as an operation center manager. Mr. Fan received a Master’s Degree in College of Economics and Management (SEM) from Beihang University.