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

 

December 4, 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.)

 

37-02 Prince Street; 2nd Floor Flushing, NY		11354
(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On December 4, 2023, Goldenstone Acquisition Limited (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company was not in compliance with the requirement that it maintain at least 300 public holders pursuant to Listing Rule 5550(a)(3). The Staff has provided the Company with 45 calendar days from the date of the Notice, or until January 18, 2024, to submit a plan to regain compliance. If the plan is accepted, Nasdaq can grant an extension of up to180 calendar days from the date of the Notice to regain compliance. The Notice has no immediate effect on the listing of the Company’s securities on The Nasdaq Capital Market.

 

Item 9.01. Financial Statements and Exhibits.

 

EXHIBIT NO.		DESCRIPTION
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: December 7, 2023
GOLDENSTONE ACQUISITION LIMITED
By:	/s/ Eddie Ni
Name:	Eddie Ni
Title:	Chief Executive Officer

 

 

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