Request for Withdrawal of Registration Statement on Form S-1 Filed on September 15, 2022
Golden Star Enterprises Ltd.
Suite B, 2803 Philadelphia Pike
Claymont, DE 19703
April 14, 2023
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Edwin Kim
Re: Golden Star Enterprises Ltd.
Request for Withdrawal of Registration Statement on Form S-1
Filed on September 15, 2022
File No. 333-267442
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended (“Securities Act”), Golden Star Enterprises Ltd., a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Registration Statement on Form S-1 (File No. 333-267442), together with all exhibits, as initially filed with the Commission on September 15, 2022 (collectively, “Registration Statement”), effective immediately or at the earliest practicable date hereafter.
The Company has determined not to proceed at this time with the registration of the securities proposed to be covered by the Registration Statement. The Registration Statement has not been declared effective and no Company securities have been issued, offered or sold pursuant to the Registration Statement. The Company is withdrawing the Registration Statement on grounds that the withdrawal of the Registration Statement is consistent with the public interest and protection of investors, as contemplated by paragraph (a) of Rule 477 of the Securities Act.
Additionally, the Company further requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statements be credited to the Company’s account to be offset against the filing fee for future use by the Company.
Should you have any questions regarding this request for withdrawal, or if you require any additional information, please contact William Macdonald of W.L. Macdonald Law Corporation by telephone at (604) 973-0579.
Golden Star Enterprises Ltd.
By: /s/ Eliav Kling
Name: Eliav Kling
Title: Chief Executive Officer
Cc: William Macdonald, W.L. Macdonald Law Corporation
The CANCELLED FORM S-1 was
Cancelled: Approximate date of commencement sales to the public: As soon as practicable after the effective date of this Registration Statement and from time to time after this registration statement has become effective.
CANCELLED: SUBJECT TO COMPLETION DATED SEPTEMBER 15, 2022
PRELIMIARY PROSPECTUS
Golden Star Enterprises Ltd.
CANCELLED!
Selling Shareholders
CANCELLED: 40,000,000 Shares of Common Stock Pursuant to an Equity Purchase Agreement (MHLFP EPA)
CANCELLED: 29,000,000 Shares of Common Stock Pursuant to the Exercise of Common Stock Purchase CANCELLED: Warrants (MHLFP SPA Warrant Shares and MHLFP EPA Warrant Shares)
CANCELLED: 37,000,000 Shares of Common Stock Pursuant to a Promissory Note (MHLFP Note Shares)
CANCELLED: 4,920,000 Shares of Common Stock Pursuant to a Securities Purchase Agreement (MHLFP Commitment Shares)
CANCELLED: 7,500,000 Shares of Common Stock Pursuant to a Consulting Agreement (Beyond Shares)
118,420,000 Shares of Common Stock
CANCELLED: Equity Purchase Agreement
CANCELLED: On May 27, 2022, we entered into a Equity Purchase Agreement (“MHLFP EPA”) with Mast Hill Fund, LP (“MHFLP”, or a “Selling Stockholder”), pursuant to which, upon the terms and subject to the conditions thereof, MHFLP is committed to purchase, on an unconditional basis, shares of our common stock (the “Put Shares”) at an aggregate price of up to $5,000,000 (the “Maximum Commitment Amount”) over the course of its term. The term of the Equity Purchase Agreement will end on the earlier of (i) the date on which such Selling Stockholder has purchased Common Stock pursuant to the Equity Purchase Agreement equal to the Maximum Commitment Amount, (ii) two years from the date this Registration Statement is deemed effective, or (iii) written notice of termination by us.
