Goldenstone Acquisition Ltd. Files 2024 10-K

TL;DR

Goldenstone Acquisition Ltd. filed its 2024 10-K. Check financials.

AI Summary

Goldenstone Acquisition Ltd. filed its annual report (10-K) for the fiscal year ended March 31, 2024. The company, incorporated in Delaware, operates in the blank checks sector. Its principal executive offices are located at 37-02 Prince Street, 2nd Floor, Flushing, NY 11354, with a business phone number of (330) 352-7788.

Why It Matters

This filing provides a comprehensive overview of Goldenstone Acquisition Ltd.'s financial performance and operational status for the past fiscal year, crucial for investors assessing the company's health and future prospects.

Risk Assessment

Risk Level: low — The filing is a standard annual report and does not contain immediate red flags or significant negative developments.

Key Numbers

• 2024 — Fiscal Year End (The report covers the fiscal year ending March 31, 2024.)

Key Players & Entities

• Goldenstone Acquisition Ltd. (company) — Registrant
• March 31, 2024 (date) — Fiscal year end
• 0001213900-24-049138 (other) — Accession Number
• 001-41328 (other) — SEC File Number
• 37-02 Prince Street, 2nd Floor, Flushing, NY 11354 (location) — Principal Executive Offices
• (330) 352-7788 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share GDST The Nasdaq Stock Market
• $11.50 — of Common Stock at an exercise price of $11.50 per whole share GDSTW The Nasdaq Stock
• $10.00 — tock. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $57,500,000 — rating gross proceeds to the Company of $57,500,000. Simultaneously with the closing of th
• $3,512,500 — vate Unit, generating total proceeds of $3,512,500 (the "Private Placement"). The Private
• $58,362,500 — offering on March 21, 2022, a total of $58,362,500 of the net proceeds from the IPO, the O
• $2,012,500 — nt and the Private Placement (including $2,012,500 of the underwriter's deferred commissio
• $55,495,253 — lders. As of March 31, 2024, a total of $55,495,253 including the net proceeds from the IPO
• $4,331,021 — IPO transaction costs that amounted to $4,331,021, consisting of $1,150,000 of underwriti
• $1,150,000 — t amounted to $4,331,021, consisting of $1,150,000 of underwriting discounts and commissio
• $519,403 — business combination, if consummated), $519,403 of other offering costs, the $441,025 f
• $441,025 — , $519,403 of other offering costs, the $441,025 fair value of the 57,500 shares issued
• $208,093 — e (the "Representative Shares") and the $208,093 fair value of the Unit Purchase Option
• $1,045,061 — dered as part of the transaction costs, $1,045,061 of the net proceeds of the Public Offer
• $1,791,000 — . As of March 31, 2024, the Company had $1,791,000 of borrowings under the working capital

Filing Documents

• ea0206260-10k_golden.htm (10-K) — 749KB
• ea020626001ex31-1_golden.htm (EX-31.1) — 10KB
• ea020626001ex32-1_golden.htm (EX-32.1) — 4KB
• ea020626001ex97-1_golden.htm (EX-97.1) — 24KB
• 0001213900-24-049138.txt ( ) — 4362KB
• gdst-20240331.xsd (EX-101.SCH) — 51KB
• gdst-20240331_cal.xml (EX-101.CAL) — 26KB
• gdst-20240331_def.xml (EX-101.DEF) — 237KB
• gdst-20240331_lab.xml (EX-101.LAB) — 373KB
• gdst-20240331_pre.xml (EX-101.PRE) — 228KB
• ea0206260-10k_golden_htm.xml (XML) — 358KB

BUSINESS

BUSINESS 1 ITEM 1A.

RISK FACTORS

RISK FACTORS 12 ITEM 1B. UNRESOLVED STAFF COMMENTS 16 ITEM 1C. CYBERSECURITY 16 ITEM 2.

PROPERTIES

PROPERTIES 16 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 16 ITEM 4. MINE SAFETY DISCLOSURES 16 part II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 17 ITEM 6. [RESERVED] 18 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 22 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 22 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 22 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 23 ITEM 9B. OTHER INFORMATION 24 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 24 part III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 25 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 32 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 33 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 34 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 37 part IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 38 ITEM 16. FORM 10-K SUMMARY 38 i

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS Some statements contained in this Annual Report on Form 10-K (the "Form 10-K") are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about: our ability to complete our initial business combination; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective target businesses; the ability of our officers and directors to generate a number of potential acquisition opportunities; our public securities' potential liquidity and trading; the lack of a market for our securities; the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or our financial performance following our offering. The forward-looking statements contained in this Form 10-K ar

BUSINESS

ITEM 1. BUSINESS Overview Goldenstone Acquisition Limited ("we," "us," "our," "Goldenstone" or the "Company") is a Delaware corporation incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to herein as our "initial business combination." Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region other than we have agreed that we will not undertake an initial business combination with any entity that is headquartered in, or conducts the majority of its business in, in China (including Hong Kong and Macau). The Company's sponsor is Goldenstone Holdings, LLC ("Sponsor") which is controlled by Eddie Ni, our Chief Executive Officer. We believe that our management team's decades of experience in mergers and acquisitions for blank check companies, connections to the global business community including Asia and North America, and experience in business development will allow us to source attractive deals and find compelling investment opportunities from private and public sources to create value for stockholders, and give us a competitive advantage in pursuing a broad range of opportunities in many industries. Initial Public Offering On March 21, 2022, we consummated our initial public offering (the "IPO") of 5,750,000 units (the "Units"), including the issuance of 750,000 Units as a result of the underwriter's full exercise of its over-allotment option (referred to herein as the "Over-Allotment" and "over-allotment option"). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the "Common Stock"), one redeemable warrant ("Warrant"), each Warrant entitling the holder thereof to purchase one-half of one share of Common Stock for $11.50 per whole share and one right ("Righ

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