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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 21, 2023
Date of Report (Date of earliest event reported)
Goldenstone Acquisition Limited
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-41328 | 85-3373323 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 4360 E. New York St. Aurora, IL |
60504 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (330) 352-7788
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Units, each consisting of one share of Common Stock and one Redeemable Warrant and one Right | GDSTU | The Nasdaq Stock Market LLC | ||
| Common Stock, par value $0.0001 per share | GDST | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50 per whole share | GDSTW | The Nasdaq Stock Market LLC | ||
| One Right to receive 1/10th of one share of Common Stock | GDSTR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
The disclosure set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
ITEM 5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS.
On September 21, 2023, the Company held a Special Meeting of Stockholders (the “Special Meeting”). The record date for the stockholders entitled to notice of, and to vote at, the Special Meeting was September 8, 2023. At the close of business on that date, the Company had 7,596,250 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting. Of the 7,596,250 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting, 5,718,807 shares (or 75.28%), constituting a quorum, were represented in person or by proxy at the Special Meeting. At the Special Meeting, three proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission. Proposal 4 was not voted on at the Special Meeting. The final voting results were as follows:
Proposal 1
The Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination up to nine (9) times (the “Extension Amendment”), each such extension for an additional one (1) month period (each an “Extension”), from September 21, 2023 to June 21, 2024 (such date actually extended being referred to as the “Extended Termination Date”), based upon the voting results set forth below.
| For | Against | Abstain | ||
| 5,456,938 | 261,869 | 0 |
Proposal 2
The Company’s stockholders approved an amendment to the Investment Management Trust Agreement, dated March 16, 2022 by and between the Company and Continental Stock Transfer & Trust Company, to provide that the time for the Company to complete its initial business combination (the “Business Combination Period”) under the Trust Agreement from September 21, 2023 to June 21, 2024 (the “Trust Amendment”) provided that the Company deposits into the trust account established in connection with the Company’s initial public offering (the “Trust Account”) the sum of $100,000 for each one month extended, based upon the voting results set forth below.
| For | Against | Abstain | ||
| 5,456,938 | 261,869 | 0 |
Proposal 3
The Company’s stockholders approved an amendment (the “NTA Amendment”) to Article Sixth, Paragraph D of the Charter to modify the net tangible asset requirement (the “NTA Requirement”) to state that the Company will not consummate any business combination unless it (i) has net tangible assets of at least $5,000,001 upon consummation of such business combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) upon the voting results set forth below.
| For | Against | Abstain | ||
| 5,456,938 | 261,869 | 0 |
The Company had solicited proxies to approve an adjournment proposal but this proposal was not presented at the meeting.
The Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation on September 21, 2023 reflecting the amendments approved at the Special Meeting. A copy of the Company’s Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 27, 2023 | ||
| GOLDENSTONE ACQUISITION LIMITED | ||
| By: | /s/ Eddie Ni | |
| Name: | Eddie Ni | |
| Title: | Chief Executive Officer | |
2
Exhibit 3.1
AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
GOLDENSTONE ACQUISITION LIMITED
September 21, 2023
Goldenstone Acquisition Limited, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Goldenstone Acquisition Limited” The original certificate of incorporation (the “Original Certificate”) was filed with the Secretary of State of the State of Delaware on September 9, 2020.
2. On March 16, 2022, in connection with the IPO, the Company adopted its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”).
3. This Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
5. The text of paragraph E of Article Sixth is hereby amended and restated to read in full as follows:
“In the event that the Corporation does not consummate a Business Combination by June 21, 2024 (such date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the board of directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes divided by the total number of IPO Shares then outstanding”
6. The text of paragraph D of Article Sixth is hereby amended and restated to read in full as follows:
“The Corporation will not consummate any Business Combination unless it (or any successor) (i) has net tangible assets of at least $5,000,001 upon consummation of such Business Combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act. The Corporation will not consummate any Business Combination with any entity headquartered in, or conducts the majority of its business in, China (including Hong Kong and Macau).”
[Signature on Following Page]
IN WITNESS WHEREOF, Goldenstone Acquisition Limited has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
| Goldenstone Acquisition Limited | ||
| By: | ||
| Name: | Eddie Ni | |
| Title: | Chief Executive Officer and Director | |