Exhibit
10.7


 


___________,
2021


 


Golden
Ventures Acquisition Corporation


1,
Kim Seng Promenade, #10-01


East
Tower, Great World City


Singapore
237994


 


	 	Re:	Initial
    Public Offering


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) entered into by and between Golden Ventures Acquisition Corporation, a Cayman Islands
exempted company (the “Company”), and EF Hutton, as representative of the several underwriters (the
“Underwriter”), relating to an underwritten initial public offering (the “Public Offering”),
of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments,
if any) (the “Units”), each comprised of one share of the Company’s Class A ordinary shares, par
value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable
warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A
Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units
will be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-                )
and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the
“Commission”) and the Company has applied to have the Units listed on the Nasdaq Capital Market. Certain capitalized
terms used herein are defined in paragraph 12 hereof.


 


In
order to induce the Company and the Underwriter to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Golden Ventures Sponsors
LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned individuals, each of whom
is a member of the Company’s board of directors and/or management team (each of the undersigned individuals, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1.
The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in
connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares (as defined below) owned
by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or her
in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in
a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary Shares owned by it,
him or her in connection therewith.


 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 18 months
from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance with
the Company’s certificate of incorporation (as it may be amended and/or restated from time to time, the “Charter”),
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Class A Ordinary
Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all
Public Shareholders’ (as defined below) rights as shareholders (including the right to receive further liquidating
distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider
agrees to not propose any amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100%
of the Offering Shares if the Company does not complete a Business Combination within the required time period set forth in the Charter
or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity,
unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any
such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then
outstanding Offering Shares.


 




    	 



     


    




 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held
in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares
or Private Placement Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary
Shares held by it, him or her, if any, any redemption rights it, he or she may have in connection with (A) the consummation of a
Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve
such Business Combination, or (B) a shareholder vote to approve an amendment to the Charter to modify the substance or timing
of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within
the time period set forth in the Charter or with respect to any other material provisions relating to shareholders’ rights
or pre-initial business combination activity or in the context of a tender offer made by the Company to purchase Offering Shares (although
the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any
Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).


 


3.
Notwithstanding the provisions set forth in paragraphs in 8(a) and 8(b), during the period commencing on the effective date of the Underwriting
Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Underwriter,
(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree
to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares (including,
but not limited to, Founder Shares), Warrants (as defined below) or any securities convertible into, or exercisable, or exchangeable
for, Class A Ordinary Shares owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares (including, but not limited to,
Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it,
him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce
any intention to effect any transaction specified in clause (i) or (ii); provided, however, all of the foregoing does not apply to the
forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent director
of the company (as long as such current or future independent director transferee is subject to this Letter Agreement or executes an
agreement substantially identical to the terms of this Letter Agreement, as applicable to directors and officers at the time of such
transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section
16 filing includes a practical explanation as to the nature of the transfer). Each of the Insiders and the Sponsor acknowledges and agrees
that, prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 8 below, the
Company shall announce the impending release or waiver by press release through a major news service at least two business days before
the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after the publication
date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer
not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the
extent and for the duration that such terms remain in effect at the time of the transfer.


 




    	 



     


    




 


4.
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal
or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened)
to which the Company may become subject as a result of any claim by (i) any third party for services or products sold to the Company
or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other
similar agreement or Business Combination agreement (a “Target”); provided, however, that such indemnification
of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party for services
rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i)
$10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of
the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust
assets, less taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights
to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s
indemnity of the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor
shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15
days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall
undertake such defense.


 


5.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units in full
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost,
a number of Founder Shares in the aggregate equal to 375,000 multiplied by a fraction, (i) the numerator of which is 1,500,000 minus
the number of Units purchased by the Underwriter upon the exercise of their over-allotment option, and (ii) the denominator of which
is 1,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriter
so that the Sponsor will be required to forfeit only that number of Founder Shares as is necessary so that the Initial Shareholders
will own an aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not
including the Private Placement Shares).


 


6.
Immediately after the consummation of this offering (assuming no exercise of the underwriter’s over-allotment option) we will have
12,485,000 Ordinary Shares (or up to 13,985,000 Ordinary Shares if the underwriters’ over-allotment option
is exercised in full) issued and outstanding. Of these shares, the our Class A Ordinary Shares sold in this offering (100,000,000
Class A Ordinary Shares if the underwriters’ over-allotment option is not exercised and 115,000,000 Class A Ordinary
Shares if the underwriters’ over-allotment option is exercised in full) will be freely tradable without restriction or further
registration under the Securities Act, except for any Class A Ordinary Shares purchased by one of our affiliates within the meaning
of Rule 144 under the Securities Act. Immediately after the consummation of this offering, there will be no shares of preferred shares
issued and outstanding. Founder shares are convertible into Class A Ordinary Shares initially at a one-for-one ratio
but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A Ordinary Shares or
equity-linked securities related to our initial business combination. All of the outstanding founder shares (on an as-converted basis,
up to 2,500,000 founder shares if the underwriters’ over-allotment option is not exercised and up to 2,875,000 founder shares if
the underwriters’ over-allotment option is exercised in full) and all of the outstanding placement shares (248,125 placement shares
if the underwriters’ over-allotment option is not exercised and 174,588 placement shares if the underwriters’ over-allotment
option is exercised in full) and placement units (248,125 placement units if the underwriters’ over-allotment option is not exercised
and 266,875 placement units if the underwriters’ over-allotment option is exercised in full) will be restricted securities under
Rule 144, in that they were issued in private transactions not involving a public offering.


 


7.
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriter and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 8(a), 8(b) and
10, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


8.
(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or any Class A Ordinary
Shares issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s Business Combination
and (B) subsequent to the Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00
per unit (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) the date on which the Company
completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of the
Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property
(the “Founder Shares Lock-up Period”).


 




    	 



     


    




 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units, the Private Placement Shares,
the Private Placement Warrants (or any Class A Ordinary Shares issued or issuable upon the exercise of the Private Placement Warrants),
until 30 days after the completion of a Business Combination (the “Private Placement Units Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement Units, Private
Placement Shares, Private Placement Warrants and Class A Ordinary Shares issued or issuable upon the exercise or conversion of
the Private Placement Warrants or the Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees
(that have complied with this paragraph 8(c)), are permitted (a) to the Company’s officers or directors, any affiliates or family
members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates
of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s
immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such
individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death
of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers
made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business
Combination at prices no greater than the price at which the securities were originally purchased; (f) by virtue of the laws of the State
of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no
value for cancellation in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s
liquidation prior to the consummation of an initial Business Combination; or (i) in the event of the Company’s completion of a
liquidation, merger, capital share exchange or other similar transaction which results in all of the Company’s shareholders
having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the Company’s
completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other
restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 


9.
The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true
and accurate in all respects and does not omit any material information with respect to such Insider’s background. The Sponsor
and each Insider represents and warrants that the questionnaire it, he or she furnished to the Company is true and accurate in all respects.
The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii)
relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and
it, he or she is not currently a defendant in any such criminal proceeding.


 


10.
Except as disclosed in the Prospectus, neither the Sponsor nor any officer or director of the Company, nor any affiliate of the Sponsor
or any officer or director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash
payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in
order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that
it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the
initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; reimbursement
for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination;
and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate
of the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with an intended initial
Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital
held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account
are used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-Business Combination entity at
a price of $10.00 per unit at the option of the lender. Such warrants would be identical to the Private Placement Units.


 




    	 



     


    




 


11.
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as
applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the
Prospectus as an officer and/or director of the Company.


 


12.
As used herein, (i) “Business Combination” shall mean a merger, capital share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Ordinary
Shares” shall mean the Class A Ordinary Shares and Class B Ordinary Shares, par value $0.0001 per share,
of the Company (“Class B Ordinary Shares”); (iii) “Founder Shares”
shall mean the 2,875,000 Class B Ordinary Shares issued and outstanding immediately prior to the consummation of the Public Offering
(up to 375,000 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised
by the Underwriter); (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (v) “Private Placement Units” shall mean the 248,125 (or up to 266,875 if the over-allotment option
is exercised in full) that the Sponsor and certain Insiders have agreed to purchase for an aggregate purchase price of $2,481,250 ($2,668,750
if the over-allotment option is exercised in full), each unit comprised of one Private Placement Share and one Private Placement Warrant,
or $10.00 per unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Private
Placement Warrants” shall mean the warrants to purchase up to 124,062 Ordinary Shares (or up to 133,437 Ordinary
Shares if the over-allotment option is exercised in full) comprising the Private Placement Units; (viii) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the
trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units shall be deposited;
(viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge,
grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase
of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16
of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b); and (ix) “Warrants” shall mean the
Private Placement Warrants and Public Warrants.


 


13.
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each
Director and Officer shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the
coverage available for any of the Company’s directors or officers.


 


14.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


15.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 




    	 



     


    




 


16.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


17.
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


18.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


19.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


 


20.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


21.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed
by August 30, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


22.
The Company, the Sponsor and each Insider hereby acknowledges and agrees that the Underwriter is a third party beneficiary of this
Letter Agreement.


 


[Signature
Page Follows]


 






    	 



     


    

 


	Acknowledged
    and Agreed:	 
	 	 
	Golden
    Ventures Acquisition Corporation 	 
	 	 	 
	By:	           	 
	Name:	 	 
	Title: