Exhibit
4.2


 


	NUMBER
    OF SHARES _______	NUMBER
    _______
	 	 
	 	CUSIP _______
	 	 
	SEE REVERSE FOR
    CERTAIN DEFINITIONS	 


 


GOLDEN
STAR ACQUISITION CORPORATION


 


INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS

ORDINARY SHARES


 


This
Certifies that _______________________________________, is the owner of ____________________________________________


 


FULLY
PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $0.001 EACH OF


 


GOLDEN
STAR ACQUISITION CORPORATION

(THE “COMPANY”)


 


transferable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The
Company will be forced to redeem all of its ordinary shares if it is unable to complete a business combination by _____________,
202_ as more fully described in the Company’s final prospectus dated ______________, 2022.


 


This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Company
and the facsimile signatures of its duly authorized officers.


 


Corporate
Seal


Cayman
Islands


 


	Secretary	 	Chief
    Executive Officer
	 	 	 
	 	 	 


 






     


     


    

 


GOLDEN
STAR ACQUISITION CORPORATION


 


The
Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be
held subject to all the provisions of the amended and restated memorandum and articles of association and all amendments thereto
and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary
of the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when
used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:


 





	TEN
    COM	—	as
    tenants in common	 	UNIF
    GIFT MIN ACT	—	 	Custodian	 
	 	 	 	 	 	 	(Cust)	 	(Minor)
	TEN
    ENT	—	as
    tenants by the entireties	 	 	 		 	
	 	 	 	 	 	 	Under
    Uniform Gifts to Minors
	JT
    TEN	—	as
    joint tenants with right of Act survivorship and not as tenants in common	 	 	 	


 


Additional
abbreviations may also be used though not in the above list.


 


For
value received, __________________________________________________ hereby sells, assigns and transfers unto


 




 





 



(PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


 




 





 



(PLEASE
PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))







 


 





 



Shares
represented by the within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares
on the books of the within named Company with full power of substitution in the premises.


 


Dated:


 


NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


Signature(s)
Guaranteed: By: ___________________________________


 


THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR
RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


In
each case, as more fully described in the Company’s final prospectus dated               ,
202_, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account
established in connection with its initial public offering only in the event that (i) the Company redeems the ordinary shares
sold in the Company’s initial public offering and liquidates because it does not consummate an initial business combination
by ________________, 202_, or (ii) if the holder(s) seek(s) to redeem for cash his, her, its or their respective ordinary shares
in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed
initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances
shall the holder(s) have any right or interest of any kind in or to the trust account.