Goldenstone Acquisition Ltd. Files 8-K for Material Agreement

TL;DR

GDST filed an 8-K on 6/26 for a material agreement - watch for acquisition news.

AI Summary

Goldenstone Acquisition Ltd. entered into a Material Definitive Agreement on June 26, 2024. The company, a blank check company focused on real estate and construction, filed an 8-K report detailing this agreement. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates a significant development for Goldenstone Acquisition Ltd., potentially signaling a step towards a business combination or acquisition. Investors should monitor for further details on the agreement's terms and implications.

Risk Assessment

Risk Level: medium — As a SPAC, the company's primary risk is failing to complete a business combination within its timeframe, which could lead to liquidation.

Key Numbers

• 001-41328 — SEC File Number (Identifies the company's filings with the SEC.)
• 6770 — SIC Code (Indicates the company operates as a 'Blank Checks' entity.)

Key Players & Entities

• Goldenstone Acquisition Ltd. (company) — Registrant
• June 26, 2024 (date) — Date of earliest event reported
• 6770 (number) — Standard Industrial Classification (SIC) for Blank Checks
• 001-41328 (number) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — ck Market LLC Common Stock, par value $0.0001 per share GDST The Nasdaq Stock Mar
• $11.50 — of Common Stock at an exercise price of $11.50 per whole share GDSTW The Nasdaq St
• $10.00 — alculated by dividing such valuation by $10.00. The valuation of the Company at the cl
• $130,000,000 — osing of the Merger ("Closing") will be $130,000,000, or such other amount as may be determi
• $13.00 — f Parent Common Stock equals or exceeds $13.00 for any 20 consecutive Trading Days wit
• $15.00 — f Parent Common Stock equals or exceeds $15.00 for any 20 consecutive Trading Days wit
• $5,000,000 — ) the Available Cash being greater than $5,000,000; (vi) the Parent and Company each havin
• $12.50 — ent Common Stock has traded at or above $12.50 for any fifteen trading days in a thirt

Filing Documents

• ea0208728-8k425_golden.htm (8-K) — 73KB
• ea020872801ex2-1_golden.htm (EX-2.1) — 822KB
• ea020872801ex10-1_golden.htm (EX-10.1) — 47KB
• ea020872801ex10-2_golden.htm (EX-10.2) — 65KB
• ea020872801ex10-3_golden.htm (EX-10.3) — 31KB
• ea020872801ex10-4_golden.htm (EX-10.4) — 34KB
• 0001213900-24-058190.txt ( ) — 1536KB
• gdst-20240626.xsd (EX-101.SCH) — 4KB
• gdst-20240626_def.xml (EX-101.DEF) — 27KB
• gdst-20240626_lab.xml (EX-101.LAB) — 38KB
• gdst-20240626_pre.xml (EX-101.PRE) — 26KB
• ea0208728-8k425_golden_htm.xml (XML) — 8KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Business Combination Agreement On June 26, 2024, Goldenstone Acquisition Limited (the "Registrant" or "Parent") entered into a Business Combination Agreement (the "Agreement") with Infintium Fuel Cell Systems, Inc., a Delaware corporation (the "Company"), Pacifica Acquisition Corp., a Delaware corporation ("Merger Sub") and wholly-owned subsidiary of the Registrant, and Yan (Chris) Feng, solely in his capacity as representative, agent and attorney-in-fact of the Company Securityholders (the "Securityholder Representative," and, together with the Company, the Registrant, Merger Sub, the "Parties"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. In connection with the Merger, Parent will change its name to "Infintium Fuel Cell Systems Holdings, Inc." The board of directors of the Registrant has unanimously (i) approved and declared advisable the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) resolved to recommend approval of the Agreement and related matters by the stockholders of the Registrant once the Registration Statement has been declared effective. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Agreement. Treatment of Company Securities Common Stock . At the effective time of the Merger (the "Effective Time"), each share of the Class A common stock, par value $0.0001 per share, of the Company ("Class A Common Stock"), and Class B common stock, par value $0.0001 per share, of the Company ("Class B Common Stock," and, together with the Class A Common Stock, the "Company Common Stock"), other than any shares the holders of which exercise dissenters' rights of appraisal, will be converted into the right to receive shares of the common stock of Parent, par value $0.0001 per share (the "Parent Common Stock"). Th

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K ("Current Report") contains certain "forward-looking statements" within the meaning of the Securities Act and the Exchange Act both as amended. Statements that are not historical facts, including statements about the pending transactions described above, and the Registrant's and Company's perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-Closing equity value, the benefits of the proposed business combination described above, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated. The forward-looking statements in this Current Report are based on the current expectations of the management of the Registrant and the Company, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this Current Report. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 2.1

Business

Business Combination Agreement by and among Parent, the Company, Merger Sub, and Securityholder Representative dated June 26, 2024 10.1 Sponsor Support Agreement 10.2 Company Support Agreement 10.3 Form of Sponsor Lock-up Agreement 10.4 Form of Company Lock-up Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 6

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 2, 2024 GOLDENSTONE ACQUISITION LIMITED By: /s/ Eddie Ni Name: Eddie Ni Title: Chief Executive Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR