Goldenstone Acquisition Ltd. (GDST) — 10-K

Filed 2025-06-16 · Period ending 2025-03-31 · 47,741 words · SEC EDGAR

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# Goldenstone Acquisition Ltd. (GDST) — 10-K

**Filed:** 2025-06-16
**Period ending:** 2025-03-31
**Accession:** 0001213900-25-054825
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1858007/000121390025054825/)
**Origin leaf:** ee7fe72a98d2266593bfab2130976f678e26bc2121c551fb4d384ca5d75e7a6c
**Words:** 47,741



---

**
UNITED
STATES**
**SECURITIES
AND EXCHANGE COMMISSION**
**Washington,
D.C. 20549**
**FORM
10-K**
**
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For
the fiscal year ended March 31, 2025**
**
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For
the transition period from to**
| GOLDENSTONE ACQUISITION LIMITED | |
| (Exact Name of Registrant as Specified in its Charter) | |
| Delaware | | 001-41328 | | 85-3373323 | |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
| 4360 E. New York Street, Aurora, IL | | 60504 | |
| (Address of Principal Executive Offices) | | (Zip Code) | |
| Registrants telephone number, including area code: (330) 352-7788 | |
| 
N/A | |
| 
(Former name or former address,
if changed since last report) | |
****
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
**None**
Securities
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No 
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No 
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller
reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | | Accelerated filer | | | |
| Non-accelerated filer | | | Smaller reporting company | | | |
| 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. 
Indicate
by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. 
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. Yes No 
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Yes
No Not applicable 
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No 
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 
At
September 30, 2024, which is the last business day of the Registrants most recently completed second fiscal quarter, the
aggregate market value of the Registrants shares of common stock held by non-affiliates of the Registrant was approximately
$17.9 million.
As of June 16, 2025, 3,442,121 shares of common stock, par value
$0.0001 per share, were issued and outstanding.
**DOCUMENTS
INCORPORATED BY REFERENCE**
None.
**GOLDENSTONE
ACQUISITION LIMITED**
**Annual
Report on Form 10-K for the Year Ended March 31, 2025**
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Page | |
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PART
i | 
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1 | |
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ITEM 1. | 
BUSINESS | 
1 | |
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ITEM 1A. | 
RISK
FACTORS | 
12 | |
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ITEM 1B. | 
UNRESOLVED
STAFF COMMENTS | 
16 | |
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ITEM 1C. | 
CYBERSECURITY | 
16 | |
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ITEM 2. | 
PROPERTIES | 
16 | |
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ITEM 3. | 
LEGAL
PROCEEDINGS | 
16 | |
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ITEM 4. | 
MINE
SAFETY DISCLOSURES | 
16 | |
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part
II | 
| 
17 | |
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ITEM 5. | 
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 
17 | |
| 
ITEM 6. | 
[RESERVED] | 
17 | |
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ITEM 7. | 
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 
18 | |
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ITEM 7A. | 
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 
24 | |
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ITEM 8. | 
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA | 
24 | |
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ITEM 9. | 
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 
24 | |
| 
ITEM 9A. | 
CONTROLS
AND PROCEDURES | 
24 | |
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ITEM 9B. | 
OTHER
INFORMATION | 
25 | |
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ITEM 9C. | 
DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 
25 | |
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part
III | 
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26 | |
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ITEM 10. | 
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 
26 | |
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ITEM 11. | 
EXECUTIVE
COMPENSATION | 
33 | |
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ITEM 12. | 
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 | |
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part
IV | 
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38 | |
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ITEM 15. | 
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES | 
38 | |
| 
ITEM 16. | 
FORM
10-K SUMMARY | 
38 | |
i
****
**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 teams 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:
| 
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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; | |
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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; | |
| 
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our potential ability to
obtain additional financing to complete our initial business combination; | |
| 
| 
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our pool of prospective
target businesses; | |
| 
| 
| 
the ability of our officers
and directors to generate a number of potential acquisition opportunities; | |
| 
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our public securities
potential liquidity and trading; | |
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the lack of a market for
our securities; | |
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the use of proceeds not
held in the trust account or available to us from interest income on the trust account balance; or | |
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our financial performance
following our offering. | |
The
forward-looking statements contained in this Form 10-K are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws.
****
ii
****
**PART
I**
**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 Companys
sponsor is Goldenstone Holdings, LLC (Sponsor) which is controlled by Eddie Ni, our Chief Executive Officer.
We
believe that our management teams 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 underwriters 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 (Right),
with each Right entitling the holder to 1/10 of one share of Common Stock. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $57,500,000.
Simultaneously
with the closing of the IPO, the Company consummated the private placement with the Sponsors and certain other investors of 351,250 units
(the Private Units), at a price of $10.00 per Private Unit, generating total proceeds of $3,512,500 (the Private
Placement). The Private Units are identical to the Units sold in the IPO except that the holders have agreed not to transfer,
assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the registration
statement for the IPO (the Registration Statement) until the date that is 30 days after the date we complete our initial
business combination. In addition, the warrants included in the Private Units are not redeemable if held by them or a permitted transferee.
Our Sponsors and the anchor investors were granted certain demand and piggyback registration rights in connection with the purchase of
the Private Warrants. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions
did not involve a public offering.
Upon
the closing of the initial public offering on March 21, 2022, a total of $58,362,500 of the net proceeds from the IPO, the Over-Allotment
and the Private Placement (including $2,012,500 of the underwriters deferred commission) was deposited in a trust account (the
Trust Account) established for the benefit of our public stockholders. As of March 31, 2025, a total of $18,666,931 including
the net proceeds from the IPO and the Private Placement as well as income accrued since the date of the IPO was being held in a trust
account established for the benefit of the Companys public stockholders.
After
the payment of IPO transaction costs that amounted to $4,331,021, consisting of $1,150,000 of underwriting discounts and commissions,
$2,012,500 of deferred underwriting discounts and commissions (which amount will be payable upon consummation of our initial business
combination, if consummated), $519,403 of other offering costs, the $441,025 fair value of the 57,500 shares issued to the representative
(the Representative Shares) and the $208,093 fair value of the Unit Purchase Option sold to Maxim (the UPO)
and considered as part of the transaction costs, $1,045,061 of the net proceeds of the Public Offering and Private Placement was not
deposited into the Trust Account and was retained by us for working capital purposes. The Representative has agreed to waive its rights
to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within
the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available
to fund the redemption of the Public Shares.
The
initial stockholders, officers, directors, or their affiliates have agreed to loan us funds as may be required in order to finance transaction
costs in connection with searching for a target business or consummating an intended initial business combination (the working
capital loans). As of March 31, 2025, the Company had $2,976,966 of borrowings under the working capital loans. Any future working
capital loans would either be paid upon consummation of our initial business combination, without interest, or, at the lenders
discretion, up to $600,000 of the notes may be converted upon consummation of the Companys business combination into private units
at a price of $10.00 per unit. The Company concluded the embedded conversion feature within the working capital and extension loans is
not required to be bifurcated and accounted for as a liability in its entirely with the working capital and extension loans. In the event
that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account
to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Such loans, if and when issued,
would be evidenced by promissory notes. As of March 31, 2025, we had $14,692 held outside of the Trust Account.
1
Upon
the closing of the IPO, the Company had an initial 12 months from the closing of the IPO to complete a Business Combination, and the
Company may, but is not obligated to, extend the period of time to consummate a Business Combination three times by an additional three
months each time (for a total of up to 21 months to complete a Business Combination). In order to extend the time available for the Company
to consummate a Business Combination, the initial stockholders or their affiliates or designees were required to deposit into the Trust
Account $575,000 ($0.10 per share in either case), on or prior to the applicable deadline, for each three month extension (or up to an
aggregate of $1,500,000 (or $1,725,000 if the underwriters over-allotment option is exercised in full), or $0.30 per share if
the Company extends for the full nine months).
On
March 14, 2023, the Company announced that it had extended the period of time by which it may complete an initial business combination
by an additional three months (the Extension). In accordance with its amended and restated certificate of incorporation,
a deposit of $575,000 was made into the Trust Account established at the time of the Companys initial public offering for the
benefit of the public stockholders. Pursuant to the Extension, the new deadline for completion of an initial business combination was
extended to June 21, 2023.
On
June 20, 2023, the Company announced that it had extended the period of time by which it may complete an initial business combination
by an additional three months (the Second Extension). In accordance with its amended and restated certificate of incorporation,
on June 14, 2023, a deposit of $575,000 was made into to the Trust Account established at the time of the Companys initial public
offering for the benefit of the public stockholders. Pursuant to the Second Extension, the new deadline for completion of an initial
business combination was September 21, 2023.
On
September 21, 2023, the Companys stockholders approved the amendment to the Companys Amended and Restated Certificate of
Incorporation (the Charter) to extend the date by which the Company has to consummate a business combination up to nine
(9) times (the Third Extension), 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).
The Companys stockholders also 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 Companys
initial public offering (the Trust Account) the sum of $100,000 for each one month extended. In addition, the Companys
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). As a result, on September
21, 2023, a deposit of $100,000 was made into to the Trust Account established at the time of the Companys initial public offering
for the benefit of the public stockholders and on October 20, 2023, November 20, 2023, December 20, 2023, January 20, 2024, February
20, 2023, March 20, 2023, April 20, 2023 and May 20, 2023, another deposit of $100,000 was made into to the Trust Account established
at the time of the Companys initial public offering for the benefit of the public stockholders.
On
June 18, 2024, stockholders approved a further amendment to the Charter to extend the Combination Period, on a month-to-month basis to
as late as June 21, 2025 provided that we deposit into the Trust Account $50,000 for each one-month extension. We have deposited payments
to extend the Combination Period through June 21, 2025.
We
now have until June 21, 2025, or such later time as our stockholders may approve in accordance with our Charter, to consummate our initial
business combination. If we are unable to consummate our initial business combination by such date and do not obtain an additional extension,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned (net of taxes payable, and less up to $50,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders
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 the approval of the remaining stockholders and the Companys
board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Companys
public warrants, public rights, private warrants or private rights. The warrants and rights will expire worthless if the Company fails
to complete its initial Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the
deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the
Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available
to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets
remaining available for distribution will be less than $10.15.
2
The
Companys sponsor is Goldenstone Holdings, LLC (Sponsor) which is controlled by Eddie Ni, our Chief Executive Officer.
All of our executive officers and four of five of our directors are US citizens although several of our directors have significant ties
to China. These ties may make us a less attractive partner with a non China-based target company, which may therefore limit the pool
of acquisition candidates available to us.
We
may also be subject to risks due to uncertainty of the interpretation and the application of the Peoples Republic of China (the
PRC) laws and regulations. Recently, the PRC government initiated a series of regulatory actions and statements to regulate
business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing
supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding
the efforts in anti-monopoly enforcement. In particular, on February 17, 2023, the Chinese Securities Regulatory Commission (the CSRC)
issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the Trial Measures)
and relevant supporting guidelines (collectively, the New Administrative Rules Regarding Overseas Listings), which came
into effect on March 31, 2023. According to the New Administrative Rules Regarding Overseas Listings, among other things, a domestic
company in the PRC that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC as per
requirement of the Trial Measures. On February 24, 2023, the CSRC promulgated the Provisions on Strengthening Confidentiality and Archives
Administration of Overseas Securities Offering and Listing by Domestic Companies (the Confidentiality and Archives Administration
Provisions), which also became effective on March 31, 2023. The Confidentiality and Archives Administration Provisions set out
rules, requirements and procedures relating to provision of documents, materials and accounting archives for securities companies, securities
service providers, overseas regulators and other entities and individuals in connection with overseas offering and listing, including
without limitation to, domestic companies that carry out overseas offering and listing (either in direct or indirect means) and the securities
companies and securities service providers (either incorporated domestically or overseas) that undertake relevant businesses shall not
leak any state secret and working secret of government agencies, or harm national security and public interest, and a domestic company
shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same
level, if it plans to, either directly or through its overseas listed entity, publicly disclose or provide any documents and materials
that contain state secrets or working secrets of government agencies. Since the New Administrative Rules Regarding Overseas Listings
and the Confidentiality and Archives Administration Provisions are newly promulgated, and the interpretation and implementation thereof
are subject to change, we cannot assure you that they will not apply to us in the future and if we are required to complete such filings,
we will be able to complete the relevant filings in a timely manner or fulfil all the regulatory requirements thereunder. At this time,
it is highly uncertain on how the New Administrative Rules Regarding Overseas Listings and the Confidentiality and Archives Administration
Provisions or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, and the potential
impact such modified or new laws and regulations will have on our capability to complete a business combination within a prescribed time
period, accept foreign investments, and post-combination entitys ability to conduct its business or list on an United States (U.S.)
exchange or other foreign exchange. See Part I - Item 1. - Permission Required from the PRC Authorities for a Business Combination
and Relevant PRC Regulations starting on page 5 of this Annual Report.
Although
we are not a PRC operating entity, we cannot assure you that the Chinese government will reach the same conclusion, or will not promulgate
new rules or regulations to govern us due to the ties our management and Sponsor have with China. The governing PRC laws and regulations
can change quickly with little advance notice, which may result in a material change in our search for a target business and/or the value
of our securities, or cause the value of our securities after we have completed our business combination to significantly decline or
be worthless, or substantially limit or completely hinder the post-combined companys ability to offer or continue to offer securities
to investors. See Part I - Item 1A. Risk Factors - Uncertainties with respect to the PRC legal system could have a material adverse
effect on us. on page 15 and Chinas economic, political and social conditions, as well as changes in any government
policies, laws and regulations may be quick with little advance notice and could have a material adverse effect on our business and the
value of our securities. on page 16 of this Annual Report. The Chinese government may intervene or influence the operations of
the PRC operating entities at any time and may exert more control over offerings conducted overseas, which could result in a material
change in our operations and/or the value of our securities. In addition, any actions by the Chinese government to exert more oversight
and control over offerings that are conducted overseas could significantly limit or completely hinder our ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Changes in Chinas
economic, political or social conditions, as well as possible interventions and influences of any government policies and actions; as
well as uncertainties with respect to the PRC legal system could have a material adverse effect on our operation and the value of our
securities. For instance, as the date of this Annual Report, we are not required to obtain any permission from China authorities nor
received any objection or restriction from Chinese authorities to continue listing our securities in U.S. exchanges, however, we cannot
guarantee that PRC authorities may not initiate any change in its law, rules or regulations, or governmental policies that would require
permission or scrutiny from relevant PRC authorities for our listing; or any law, regulation, rules and policies will become effective
and enforceable while we are listing on The Nasdaq Capital Market or Nasdaq and seeking a target for the initial business combination
that could substantially affect our operation and the value of our securities may depreciate quickly or even become worthless. See Part
I - Item 1.- Permission Required from the PRC Authorities for a Business Combination and Relevant PRC Regulations on page 5. Though
we will not undertake our initial business combination with any entity that conducts a majority of its business or is headquartered in
China (including Hong Kong and Macau), we are subject to risks and uncertainties about future actions of the PRC government or law enforcement
to refrain our activities or operation due to the significant ties to China of our sponsor, officers and directors, which could limit
our search for a target business and that can cause the value of our securities to significantly decline or become worthless. See Part
I - Item 1A. Risk Factors - Even though we are not a China-based issuer, the sponsor and some our officers and directors have significant
ties to China. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene
in or influence its operations at any time, which could result in a material change in its operations and/or the value of our securities.
We are also currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, however, if the relevant PRC
government agencies decide that we were required to obtain approval and we were denied permission from Chinese authorities to list on
U.S. exchanges, we will not be able to continue listing on a U.S. exchange, which would materially affect the interest of our investors.
on page 12 of this Annual Report.
3
**Pending
Business Combination Agreement**
On
June 26, 2024, we 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 Goldenstone, and Yan (Chris) Feng, solely in his capacity as representative, agent and attorney-in-fact of
the Infintium Securityholders (the Securityholder Representative, and, together with Infintium, Goldenstone and Merger
Sub, the Parties), pursuant to which Merger Sub will merge with and into Infintium (the Merger), with Infintium
surviving the Merger as a wholly-owned subsidiary of Goldenstone. In connection with the Merger, Goldenstone will change its name to
Infintium Fuel Cell Systems Holdings, Inc. The board of directors of Goldenstone 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.
The Company filed Amendment No. 1 to its Form S-4 Registrant Statement on May 14, 2025, however, there is no assurance that the Registration
Statement will be declared effective or that the Business Combination will be completed. 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). The total number of shares of Parent
Common Stock to be issued will be based on the valuation of the Company and will be calculated by dividing such valuation by $10.00.
The valuation of the Company at the closing of the Merger (Closing) will be $130,000,000, or such other amount as may be
determined by a valuation firm in accordance with the terms of the Agreement. Parent has engaged a valuation firm to provide such a valuation.
**Options.**
Each option of the Company (the Company Option) that is outstanding immediately prior to the Effective Time will be converted
into an option to purchase a number of shares of Parent Common Stock at an exercise price equal to the exercise price of such Company
Option. The number of shares that may be purchased will be proportionately adjusted by the Exchange Ratio.
**Earnout.**
Following the Closing, Company stockholders (but excluding the holders who exercise dissenters rights) will be entitled to receive
500,000 Merger Consideration Earnout Shares in accordance with their respective Pro Rata Shares, if, within 12 months from the Closing
Date, the closing share price of Parent Common Stock equals or exceeds $11.50 for any 20 consecutive Trading Days within such 12-month
period. Company stockholders (but excluding the holders who exercise dissenters rights) will be entitled to receive 500,000 Merger
Consideration Earnout Shares in accordance with their respective Pro Rata Shares, if, within 24 months from the Closing Date, the closing
share price of Parent Common Stock equals or exceeds $13.00 for any 20 consecutive Trading Days within such 24-month period. Further,
Company stockholders (but excluding the holders who exercise dissenters rights) will be entitled to receive 500,000 Merger Consideration
Earnout Shares in accordance with their respective Pro Rata Shares, if, within 36 months from the Closing Date, the closing share price
of Parent Common Stock equals or exceeds $15.00 for any 20 consecutive Trading Days within such 36-month period.
****
**Amended
and Restated Business Combination Agreement**
On
January 28, 2025, the parties amended and restated the Agreement.
**Prior
Merger Agreement**
****
On
June 21, 2022, we entered into a Merger Agreement (the Merger Agreement) by and among Roxe Holding Inc., a Delaware corporation
(the Roxe), the Registrant, Goldenstone Merger Sub, Inc., a Delaware corporation (Merger Sub) and wholly-owned
subsidiary of the Registrant, and Amazon Capital Inc., solely in its capacity as representative, agent and attorney-in-fact of the Roxe
Securityholders (the Securityholder Representative) (collectively, the Parties), pursuant to which Merger Sub would
merge with and into the Company (the Merger) with the Roxe as the surviving corporation of the Merger and becoming a wholly-owned
subsidiary of the Company.
4
Subsequently,
on September 30, 2022, we entered into a Joint Agreement to Terminate Merger Agreement (the Termination Agreement) with
Roxe, pursuant to which (i) the Parties mutually agreed to terminate the Merger Agreement. The termination was by mutual agreement of
the Company and Roxe pursuant to Section 10.1(c) of the Merger Agreement, and no termination fee or other payment is due to either party
from the other as a result of the termination.
By
virtue of the termination of the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) were terminated in
accordance with their terms.
**Permission
Required from the PRC Authorities for a Business Combination and Relevant PRC Regulations**
****
We
are a blank check company incorporated in Delaware with no operations or subsidiaries in China. We are not a PRC operating entity and
currently do not own or control any equity interest in any PRC company or operate any business in China. The China Securities Regulatory
Commission (the CSRC) has not issued any definitive rule or interpretation concerning whether listing of our securities
are subject to the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the M&A Rules),
and we believe that we are not required to obtain any licenses or approvals, under applicable PRC laws and regulations, for our listing
on Nasdaq and seeking a target for the initial business combination. Further, according to the Measures for Cybersecurity Review, which
was promulgated on December 28, 2021 and became effective on February 15, 2022, online platform operators holding more than one million
users/users individual information shall be subject to cybersecurity review before listing abroad. As we are a blank check company
and are not involved in the collection of personal data of at least 1 million users or implicate cybersecurity and we will not undertake
our initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong
Kong and Macau), we do not believe that we are, or the post-combination entity will be, a network platform operator(s),
or subject to the cybersecurity review of the Cyberspace Administration of China (the CAC). As of the date hereof, we have
not received any inquiry, notice, warning, sanction or any regulatory objection to our listing from any relevant PRC authorities.
Further,
we do not consider ourselves a PRC operating entity or a China-based issuer, in particular, as specified in the Trial Administrative
Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines
promulgated by the CSRC on February 17, 2023, which became effective on March 31, 2023. According to the Trial Administration Measures,
an issuer is a domestic [Chinese] company if the issuer meetsbothof the following conditions and thus,
subject to the requirements for domestic [Chinese] companies seeking to offer or list securities overseas, both directly and indirectly,
thereunder: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most
recent accounting year accounts for more than 50% of the corresponding figure in the issuers audited consolidated financial statements
for the same period; and (ii) its major operational activities are carried out in China or its main places of business are located in
China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China.
We are a blank check company incorporated in Delaware with no operation of our own except searching for a non-China-based target for
our initial business combination. Furthermore, we do not own or control any equity interest in any PRC company or operate any business
in China, and during the fiscal year ended March 31, 2025, we did not have 50% or more of our total assets, net assets, revenues or profits
located or generated in China.
As
of the date of this Annual Report, no transfers, dividends, or distributions have been made by us. We have not adopted or maintained
any other cash management policies and procedures and need to comply with applicable law or regulations with respect to transfer of funds,
dividends and distributions, if any. Given that we are not a China-based issuer or expect to be a China-based issuer upon the consummation
of our initial business combination, we are not subject to, or are not expected to become subject to, the foreign exchange control rules
of the PRC.
5
However,
applicable laws, regulations, or interpretations of the PRC may change, and the relevant PRC government agencies could reach a different
conclusion. There is also possibility that we may not be able to obtain or maintain such approval or that we inadvertently concluded
that such approval was not required when in fact it was. If prior approval was required while we inadvertently concluded that such approval
was not required or if applicable laws and regulations or the interpretation of such were modified to require us to obtain the approval
in the future, we may face regulatory actions or other sanctions from relevant Chinese regulatory authorities. These authorities may
take actions that could have a material adverse effect upon our business, financial condition, results of operations, reputation and
prospects, as well as the trading price of our securities. In addition, any changes in the PRC law, regulations, or interpretations may
severely affect our operations. Further, if we are required by the Trial Measures to file with the CSRC, we cannot assure you that we
will be able to complete such filings in a timely manner, or at all. The CSRC or other Chinese regulatory agencies may also take actions
requiring us, or making it advisable for us, be subject to other severe consequences, which would materially affect the interest of the
investors. To that extent, we may not be able to conduct the process of searching for a potential target company. Any failure of us to
fully comply with new regulatory requirements may significantly limit or completely hinder our ability to continue to offer the securities,
causing significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial
condition and results of operations and cause the securities to significantly decline in value or become worthless.
**Business
Strategy**
Our
business strategy is to identify and complete a business combination that creates long-term value for our stockholders. We will seek
to capitalize on the comprehensive experience and contacts of our executive officers and directors in consummating an initial business
combination. Our team is led by Eddie Ni, our President.
Mr.
Eddie Ni, our President and Chief Executive Officer, brings us his more than 30 years of investment, business management and entrepreneurial
experience. He has been the chairman and chief executive officer of Windfall Group since December 2009. Windfall Group, a Ohio corporation,
has a large business portfolio involved in a variety of industries in U.S., including real estate, building supply, construction, and
import/export of construction materials and home building structures such as granite and cabinet. Under the management of Windfall Group,
Mr. Ni has raised, invested, and managed over hundred-million-dollar assets including commercial real estates across the Midwest United
States, from Ohio and Illinois to Georgia and South Carolina, and New York City and New Jersey. Mr. Ni was the chairman and chief executive
officer of Direct Import Home Dcor from November 2003 to November 2009. Prior to Windfall Group and Direct Import Home Dcor,
from May 1990 to October 2003, Mr. Ni was the founder and chief executive officer of Nis Dynasty, which focused on investments
in management of the food and beverage industry.
With
a management team with experience in merger and acquisitions for blank check companies, connections to the global business community
including Asia and North America, and experience in business development, we believe we can source attractive deals and find compelling
investment opportunities from private and public sources to create value for stockholders. See Item 10, Directors, Officers and
Corporate Governance for complete information on the experience of our officers and directors.
Notwithstanding
the foregoing, our officers and directors are not required to commit their full time to our affairs and will allocate their time to other
businesses, which may result in a conflict of interest in allocating their time between our operations and our search for a business
combination and their other businesses. We presently expect each of our employees to devote such amount of time as they reasonably believe
is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business
to a In addition, past performance by our management team is not a guarantee either (i) of success with respect to any business combination
we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. Furthermore, the
members of the management team may not remain with us subsequent to the consummation of a business combination.
****
**Competitive
Advantages**
**
*Experienced
Management Team with Proven Track Record*
We
believe we have a broad network of contacts and corporate relationships worldwide that makes us efficient at:
| 
| 
| 
Sourcing
and evaluating businesses; | |
| 
| 
| 
Bridging
cultural and language differences to negotiate and execute a transaction in a timely and professional manner; and | |
| 
| 
| 
Utilizing
our worldwide networks and relationships with investment banks and family offices to identify attractive acquisition candidates in
the Artificial Intelligent, Green Energy and Electronic Vehicle industries. | |
By
leveraging our management teams industry expertise, performing disciplined due diligence, seeking downside protection, and providing
post-acquisition value-add capabilities, we believe that we will be able to acquire a target business that will achieve significant returns
for investors.
**
6
**
*Status
as a Publicly Listed Company*
We
believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed
company, we will offer a target business an alternative to the traditional initial public offering. We believe that target businesses
will favor this alternative, which we believe is less expensive, while offering greater certainty of execution than the traditional initial
public offering. During an initial public offering, there are typically expenses incurred in marketing, which would be costlier than
a business combination with us. Furthermore, once a proposed business combination is approved by our stockholders (if applicable) and
the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always
subject to the underwriters ability to complete the offering, as well as general market conditions that could prevent the offering
from occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management
incentives that are better aligned with stockholders interests than it would as a private company. It can offer further benefits
by augmenting a companys profile among potential new customers and vendors and aid in attracting talented management staffs.
**
*Strong
Financial Position and Flexibility*
With
the funds held in our Trust Account, we can offer a target business a variety of options to facilitate a business combination and fund
future expansion and growth of its business. Because we are able to consummate a business combination using the cash proceeds from this
offering, our share capital, debt or a combination of the foregoing, we have the flexibility to use an efficient structure allowing us
to tailor the consideration to be paid to the target business to address the needs of the parties. However, if a business combination
requires us to use substantially all of our cash to pay for the purchase price, we may need to arrange third party financing to help
fund our business combination. Since we have no specific business combination under consideration, we have not taken any steps to secure
third-party financing.
**Initial
Business Combination Criteria**
The
focus of our management team is to create stockholder value by leveraging its experience to improve the efficiency of the business while
implementing strategies to grow revenue and profits organically and/or through acquisitions.
Consistent
with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective
target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these
criteria and guidelines should we see fit to do so:
| 
| 
| 
Advantage
of the Niche Deal Size | |
We
intend to acquire companies with enterprise values of between $150 million and $500 million that are preferably already cash-generative.
We believe we have greater access to companies within this range and the negotiation process is generally less time consuming than companies
that are larger.
| 
| 
| 
Predicable
Revenue Visibility with Defensible Market Position | |
We
intend to seek target companies that are at an inflection point, such as those requiring additional management expertise, are able to
innovate by developing new products or services, or where we believe we can drive improved financial performance and where an acquisition
may help facilitate growth.
7
| 
| 
| 
Benefits
from Being a U.S. Public Company (Value Creation and Marketing Opportunities) | |
We
intend to seek target companies that offer attractive risk-adjusted equity returns for our stockholders. We intend to seek to acquire
a target on terms and in a manner that leverages our experience. We expect to evaluate financial returns based on (i) the potential for
organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability to accelerate growth, including through the
opportunity for follow-on acquisitions and (iv) the prospects for creating value through other value creation initiatives. Potential
upside from growth in the target business earnings and an improved capital structure will be weighed against any identified downside
risks.
| 
| 
| 
Exceptional
management and governance. | |
We
intend to seek companies that have trustworthy, talented, experienced, and highly competent management teams. These companies may be
led by entrepreneurs who are looking for a partner with our expertise to execute on the next stage of their growth. For target companies
that require new management, we will leverage our teams experience in identifying and recruiting top talent.
These
criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination
may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our team
may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet
the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications
related to our initial business combination, which, as discussed in this Form 10-K, would be in the form of tender offer documents or
proxy solicitation materials that we would file with the SEC.
****
**Sourcing
of Potential Business Combination Targets**
We
believe that the operational and transactional experience of our management team and their respective affiliates, and the relationships
they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets.
These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network
has grown through sourcing, acquiring and financing businesses, relationships with sellers, financing sources and target management teams
and experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts
and relationships will provide us important sources of investment opportunities. In addition, we anticipate that target business candidates
may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and
large business enterprises seeking to divest noncore assets or divisions.
Our
acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to
the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as
other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial
business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business
does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in
this Form 10-K, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.
****
**Other
Acquisition Considerations**
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.
In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors,
we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent
firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that
our initial business combination is fair to our company from a financial point of view.
8
Unless
we complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the
fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking
firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an
independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion
is obtained, our stockholders will be relying on the business judgment of our Board of Directors, which will have significant discretion
in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary
greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials,
as applicable, related to our initial business combination.
Members
of our management team may directly or indirectly own our common stock and/or private units following this offering, and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.
Each
of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or
contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities
to such entity. Accordingly, subject to his or her fiduciary duties under Delaware laws, if any of our officers or directors becomes
aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,
he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity,
and only present it to us if such entity rejects the opportunity.
Our
sponsor, officers and directors may become an officer or director of other special purpose acquisition companies with a class of securities
registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Notwithstanding the foregoing, such officers and
directors will continue to have a pre-existing fiduciary obligation to us and we will, therefore, have priority over any special purpose
acquisition companies they subsequently join.
****
**Initial
Business Combination**
At
March 31, 2025, we had until June 21, 2025 to consummate an initial business combination. However, we are seeking stockholder approval
to extend further the deadline for completion.
If
stockholders do not approve a further extension and we are unable to complete our initial business combination by June 21, 2025, we will:
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution
expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders
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 the approval of our remaining stockholders and our Board of
Directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and
the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our public
warrants, public rights, private warrants or private rights. The warrants and rights will expire worthless if we fail to complete our
initial business combination within the Combination Period and no further extension has been approved. You will not be able to vote on
or redeem your shares in connection with any such extension.
9
We
have structured our pending initial business combination so that the post-transaction company in which our public stockholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete
such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires
50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority
interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned
or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than
one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
We
have registered our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated
under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange
Act prior or subsequent to the consummation of our initial business combination.
**Permission
Required from the PRC Authorities for a Business Combination and Relevant PRC Regulations**
****
We
are a blank check company incorporated in Delaware with no operations or subsidiaries in China. We are not a PRC operating entity and
currently do not own or control any equity interest in any PRC company or operate any business in China. The China Securities Regulatory
Commission (the CSRC) has not issued any definitive rule or interpretation concerning whether listing of our securities
are subject to the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the M&A Rules),
and we believe that we are not required to obtain any licenses or approvals, under applicable PRC laws and regulations, for our listing
on Nasdaq and seeking a target for the initial business combination. Further, according to the Measures for Cybersecurity Review, which
was promulgated on December 28, 2021 and became effective on February 15, 2022, online platform operators holding more than one million
users/users individual information shall be subject to cybersecurity review before listing abroad. As we are a blank check company
and are not involved in the collection of personal data of at least 1 million users or implicate cybersecurity and we will not undertake
our initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong
Kong and Macau), we do not believe that we are, or the post-combination entity will be, a network platform operator(s),
or subject to the cybersecurity review of the Cyberspace Administration of China (the CAC). As of the date hereof, we have
not received any inquiry, notice, warning, sanction or any regulatory objection to our listing from any relevant PRC authorities.
Further,
we do not consider ourselves a PRC operating entity or a China-based issuer, in particular, as specified in the Trial Administrative
Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines
promulgated by the CSRC on February 17, 2023, which became effective on March 31, 2023. According to the Trial Administration Measures,
an issuer is a domestic [Chinese] company if the issuer meetsbothof the following conditions and thus,
subject to the requirements for domestic [Chinese] companies seeking to offer or list securities overseas, both directly and indirectly,
thereunder: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most
recent accounting year accounts for more than 50% of the corresponding figure in the issuers audited consolidated financial statements
for the same period; and (ii) its major operational activities are carried out in China or its main places of business are located in
China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China.
We are a blank check company incorporated in Delaware with no operation of our own except searching for a non-China-based target for
our initial business combination. Furthermore, we do not own or control any equity interest in any PRC company or operate any business
in China, and during the fiscal year ended March 31, 2025, we did not have 50% or more of our total assets, net assets, revenues or profits
located or generated in China.
As
of the date of this Annual Report, no transfers, dividends, or distributions have been made by us. We have not adopted or maintained
any other cash management policies and procedures and need to comply with applicable law or regulations with respect to transfer of funds,
dividends and distributions, if any. Given that we are not a China-based issuer or expect to be a China-based issuer upon the consummation
of our initial business combination, we are not subject to, or are not expected to become subject to, the foreign exchange control rules
of the PRC.
10
However,
applicable laws, regulations, or interpretations of the PRC may change, and the relevant PRC government agencies could reach a different
conclusion. There is also possibility that we may not be able to obtain or maintain such approval or that we inadvertently concluded
that such approval was not required when in fact it was. If prior approval was required while we inadvertently concluded that such approval
was not required or if applicable laws and regulations or the interpretation of such were modified to require us to obtain the approval
in the future, we may face regulatory actions or other sanctions from relevant Chinese regulatory authorities. These authorities may
take actions that could have a material adverse effect upon our business, financial condition, results of operations, reputation and
prospects, as well as the trading price of our securities. In addition, any changes in the PRC law, regulations, or interpretations may
severely affect our operations. Further, if we are required by the Trial Measures to file with the CSRC, we cannot assure you that we
will be able to complete such filings in a timely manner, or at all. The CSRC or other Chinese regulatory agencies may also take actions
requiring us, or making it advisable for us, be subject to other severe consequences, which would materially affect the interest of the
investors. To that extent, we may not be able to conduct the process of searching for a potential target company. Any failure of us to
fully comply with new regulatory requirements may significantly limit or completely hinder our ability to continue to offer the securities,
causing significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial
condition and results of operations and cause the securities to significantly decline in value or become worthless.
**Enforceability
of Civil Liability**
****
Our
officers and four of five of our directors are US citizens and reside in the United States. The fifth director, Nan Sun, is a Chinese
citizen and also resides in the United States. Further, there is uncertainty if any officers and directors of the post-combination entity
will be located inside the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United
States to effect service of process within the United States upon us or any future director or officer that resides in China or Hong
Kong, or to enforce judgments in China, Macau or Hong Kong that are obtained in U.S. courts against us or them, including judgments predicated
upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult
for you to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts based on the civil liability provisions of
the U.S. federal securities laws against us or any future director or officer that resides in China or Hong Kong.
The
recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce
foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the
country where the judgment is made or on principles of reciprocity between jurisdictions. At present, the PRC does not have treaties
providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other countries and regions,
and you may have to incur substantial costs and contribute significant time to enforce civil liabilities and criminal penalties in reliance
on legal remedies under PRC laws. As a result, there is no guarantee that a PRC court would enforce a judgment rendered by a court in
the U.S. Recognition and enforcement in the PRC of judgement of United States courts in relation to any matter not subject to a binding
arbitration provision may be difficult or impossible.
****
**Corporate
Information**
Our
principal executive office is located at 4360 E. New York Street, Aurora, IL 60504, and our telephone number is 330-352-7788.
We
are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval
of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may
be a less active trading market for our securities and the prices of our securities may be more volatile.
11
In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed
to be a large accelerated filer, which means the market value of our common stock that are held by non-affiliates equals or exceeds $700
million as of the end of that years second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in
non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall
have the meaning
Additionally,
we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held
by non-affiliates equal or exceeds $250 million as of the end of that fiscal years second fiscal quarter, or (2) our annual revenues
equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals
or exceeds $700 million as of the end of that fiscal years second fiscal quarter.
**ITEM
1A. RISK FACTORS**
As
a smaller reporting company, we are not required to make disclosures under this Item although we are highlighting certain risks below
that may be applicable to us. Please see our prospectus dated March 16, 2022 for additional risk factors applicable to us.
**Changes
in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could
have a significant impact on our business and prospects.**
****
Even
though we are a blank check company incorporated in Delaware, a majority of our officers and directors are either located in China or
have significant ties to China. Accordingly, economic, political and legal developments in the PRC may significantly affect our business
and prospects. Policies, regulations, rules, and the enforcement of laws of the PRC government may change quickly with little advance
notice, which can have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. If
those significant ties continue in existence following our initial business combination, our post-combination entitys business,
financial condition and results of operations may be subject to changes in policies by the PRC government, including changes in laws,
regulations or their interpretation, particularly those dealing with the internet, including censorship and other restriction on material
which can be transmitted over the internet, security, intellectual property, money laundering, taxation and other laws that affect our
post-combination entitys ability to operate its business.
**Even
though we are not a China-based issuer, the sponsor and a majority of our officers and directors have significant ties to China. The
Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence
its operations at any time, which could result in a material change in its operations and/or the value of our securities. We are also
currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, however, if the relevant PRC government
agencies decide that we were required to obtain approval and we were denied permission from Chinese authorities to list on U.S. exchanges,
we will not be able to continue listing on a U.S. exchange, which would materially affect the interest of our investors.**
The
Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through
regulation and state ownership. Even though we are not a PRC operating entity or a China-based issuer, the sponsor and a majority of
our officers and directors are located in China. The central or local governments of these jurisdictions may impose new, stricter regulations
or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance
with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support
recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic
policies, could have a significant effect on economic conditions in China or particular regions thereof.
12
It
is possible that in the future, we could be subject to regulation by various political and regulatory entities, including various local
and municipal agencies and government sub-divisions. In that case, we may incur increased costs necessary to comply with existing and
newly adopted laws and regulations or penalties for any failure to comply, and such compliance or any associated inquiries or investigations
or any other government actions may require significant management time and attention; and subject us to remedies, administrative penalties
and even criminal liabilities that may harm the post-combination entitys business, including fines assessed for its current or
historical operations that it modifies or even cease its business practices.
As
we are neither a China-based company under the Trial Measures nor a PRC operating entity, given that (a) the CSRC currently has not issued
any definitive rule or interpretation concerning whether companies like ours are subject to the M&A Rules; and (b) our company is
a blank check company incorporated in the U.S. rather than in China and currently our company does not own or control any equity interest
in any PRC company or operate any business in China, we believe that we are not required to obtain any licenses or approvals, under applicable
PRC laws and regulations, for our operation or listing on Nasdaq and while seeking a target for the initial business combination. Further,
according to the Measures for Cybersecurity Review, which was promulgated on December 28, 2021 and became effective on February 15, 2022,
online platform operators holding more than one million users/users individual information shall be subject to cybersecurity review
before listing abroad. As we are a blank check company and are not involved in the collection of personal data of at least 1 million
users or implicate cybersecurity, we do not believe that we are, or the post-combination entity will be, a network platform operator(s),
or subject to the cybersecurity review of the CAC. As of the date of hereof, we have not received any inquiry, notice, warning, sanction
or any regulatory objection to the listing of our securities on Nasdaq from any PRC authorities.
We
do not consider ourselves a China-based issuer, in particular, as specified in the Trial Administrative Measures of the Overseas Securities
Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines promulgated by the CSRC on February
17, 2023, which became effective on March 31, 2023. According to the Trial Administration Measures, an issuer is a domestic [Chinese]
company if the issuer meets both of the following conditions and thus, subject to the requirements for domestic [Chinese] companies
seeking to offer or list securities overseas, both directly and indirectly, thereunder: (i) any of the total assets, net assets, revenues
or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding
figure in the issuers audited consolidated financial statements for the same period; and (ii) its major operational activities
are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management
of the issuer are mostly Chinese citizens or are domiciled in China. Furthermore, we do not own or control any equity interest in any
PRC company or operate any business in China, and during the fiscal year ended March 31, 2025, we do not have 50% or more of our total
assets, net assets, revenues or profits located or generated in China.
However,
applicable laws, regulations, or interpretations of PRC may change, and the relevant PRC government agencies could reach a different
conclusion. There is also a possibility that we may not be able to obtain or maintain such approval or that we inadvertently concluded
that such approval was not required when in fact it was. If prior approval was required while we inadvertently concluded that such approval
was not required or if applicable laws and regulations or the interpretation of such were modified to require us to obtain the approval
in the future, we may face regulatory actions or other sanctions from relevant Chinese regulatory authorities. These authorities may
take actions that could have a material adverse effect upon our business, financial condition, results of operations, reputation and
prospects, as well as the trading price of our securities. In addition, any changes in PRC law, regulations, or interpretations may severely
affect our operations. Further, if we are required by the Trial Measures to file with the CSRC, we cannot assure you that we will be
able to complete such filings in a timely manner, or even at all. The CSRC or other Chinese regulatory agencies may also take actions
requiring us, or making it advisable for us, be subject to other severe consequences, which would materially affect the interest of the
investors. To that extent, we may not be able to conduct the process of searching for a potential target company. Any failure of us to
fully comply with new regulatory requirements may significantly limit or completely hinder our ability to continue to offer the securities,
causing significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial
condition and results of operations and cause the securities to significantly decline in value or become worthless.
13
**China
Securities Regulatory Commissionand other Chinese government agencies may exert more oversight and control over offerings that
are conducted overseas and foreign investment in China-based issuers. Even though we are not a China based issuer, if the CSRC or another
PRC regulatory body subsequently determines that its approval is needed for our listing on Nasdaq or seeking a target for the initial
business combination, we cannot predict whether we will be able to obtain such approval. As a result, both you and us face uncertainty
about future actions by the PRC government that could significantly affect our ability to continue our listing on Nasdaq and cause the
value of our securities to significantly decline or be worthless.**
****
On
July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly
issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital
market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement
and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system
of extraterritorial application of the PRC securities laws. Even though we are a blank check company incorporated in the U.S. and a non-China
based issuer, our sponsor and a majority of our officers and directors have significant ties to China. Since this document is relatively
new, uncertainties still exist in relation to how soon legislative or administrative regulation making bodies will respond and what existing
or new laws, regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact
such modified or new laws and regulations will have on our future business combination with a PRC Target Company. Therefore, CSRC and
other Chinese government agencies may exert more oversight and control over offerings that are conducted overseas. If the CSRC or another
PRC regulatory body subsequently determines that its approval is needed for our listing on Nasdaq, a business combination, the issuance
of our ordinary shares upon exercise of the rights, or maintaining our status as a publicly listed company outside China, we may face
approval delays, adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies
may delay a potential business combination, impose fines and penalties, limit our acquisitions and operations of a target business in
China, or take other actions that could materially adversely affect our business, financial condition, results of operations, reputation
and prospects, as well as the trading price of our securities. As a result, both you and us face uncertainty about future actions by
the PRC government that could significantly affect our ability to offer or continue our listing on Nasdaq and cause the value of our
securities to significantly decline or be worthless.
**You
may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against
us or our management named in the annual report based on foreign laws. It will be difficult for you or overseas regulators to conduct
investigations or collect evidence within China.**
It
may be difficult for investors to effect service of process within the United States upon us or any future officer or director that resides
in China or Hong Kong, or to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts against us or them, including
judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
It may also be difficult for you to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts based on the civil
liability provisions of the U.S. federal securities laws against us or any future officer or director that resides in China or Hong Kong.
The
recognition and enforcement of foreign judgments are provided for under the*PRC Civil Procedures Law*. PRC courts may recognize
and enforce foreign judgments in accordance with the requirements of the*PRC Civil Procedures Law*based either on treaties
between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. At present, China does
not have any treaties or other forms of written arrangement with the U.S. that provide for the reciprocal recognition and enforcement
of foreign judgments. In addition, according to the*PRC Civil Procedures Law*, the PRC courts will not enforce a foreign judgment
against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty,
security, or public interest. As a result, there is no guarantee that a PRC court would enforce a judgment rendered by a court in the
U.S.
It
will be difficult for you or overseas regulators to conduct investigations or collect evidence within China. Although the authorities
in China may establish a regulatory cooperation mechanism with its counterparts of another country or region to monitor and oversee cross-border
securities activities, such regulatory cooperation with the securities regulatory authorities in the United States may not be efficient
in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article
177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence
collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed
to provide documents or materials related to securities business activities to foreign agencies without prior consent from the securities
regulatory authority of the State Council and the competent departments of the State Council.
14
**We
may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be
subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in
the United States (CFIUS), or ultimately prohibited.**
Our
board of directors consists of five members. All but one of our directors is a citizen of the United States. In addition, two members
of Goldenstone Capital LLC, one of our sponsor entities, are foreign persons. In addition, we have not yet entered into an agreement
for our initial business combination. Therefore, we do not know whether the target or the nature of its business could make the transaction
subject to U.S. foreign regulations or review by a U.S. government entity. As a result, it is possible that the Business Combination
may be subject to a CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA),
to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even
with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories
of investments to mandatory filings. If the Business Combination falls within CFIUSs jurisdiction, we may determine that we are
required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination
without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block
or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business
combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance,
which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe
would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an
initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition
companies which do not have similar foreign ownership issues.
Moreover,
the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial
business combination. If we cannot complete an initial business combination by June 21, 2025 (if the Company extends the Business Combination
Period to the deadline) because of the length of the review process or because our initial business combination is ultimately prohibited
by CFIUS or another U.S. government entity, we may be required to liquidate. This will also cause you to lose the investment opportunity
in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
**Uncertainties
with respect to the PRC legal system could have a material adverse effect on us.**
****
The
PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil
law system may be cited for reference but have limited precedential value.
In
1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The
overall effect of legislation over the past four decades has significantly enhanced the protection afforded to various forms of foreign
investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may
not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and
regulations continue to evolve and are subject to change. Since PRC administrative and court authorities have significant discretion
in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative
and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal
requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited
through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.
In
addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources
and management attention.
15
**Chinas
economic, political and social conditions, as well as changes in any government policies, laws and regulations may be quick with little
advance notice and could have a material adverse effect on our business and the value of our securities.**
****
Even
though we are a blank check company incorporated in Delaware, a majority of our officers and directors are either located in China or
have significant ties to China. Accordingly, our business, financial condition, results of operations, prospects and certain transactions
we may undertake may be subject, to a significant extent, to economic, political and legal developments in China.
Chinas
economy differs from other countries economies in many respects, including the amount of government involvement, level of development,
growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the
past two to three decades, growth has been uneven, both geographically and among various sectors of the economy.
Although
Chinas economy has been transitioning from a planned economy to a more market oriented economy since the late 1970s, the PRC government
continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises
significant control over Chinas economic growth through allocating resources, controlling the incurrence and payment of foreign
currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
Changes in any of these policies, laws and regulations may be quick with little advance notice and could adversely affect the economy
in China and could have a material adverse effect on our business and the value of our securities.
The
PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation
of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce
new measures that will have a negative effect on us, or more specifically, we cannot assure you that the PRC government will not initiate
possible governmental actions or scrutiny to us, which could substantially affect our operation and the value of our securities may depreciate
quickly.
**ITEM
1B. UNRESOLVED STAFF COMMENTS**
Not
applicable.
**ITEM
1C. CYBERSECURITY**
We
are a SPAC with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition
transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity
risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the
oversight of risks from cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our IPO.
**ITEM
2. PROPERTIES**
We
currently maintain our executive offices at 4360 E. New York Street, Aurora, IL 60504. Our executive offices are provided to us by our
Sponsor. Upon completion of the initial Business Combination or the Companys liquidation, it will cease paying these monthly fees.
We consider our current office space adequate for our current operations.
**ITEM
3. LEGAL PROCEEDINGS**
We
may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not
currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding,
investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business,
financial condition or results of operations.
**ITEM
4. MINE SAFETY DISCLOSURES**
Not
Applicable.
16
**PART
II**
**ITEM
5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**
Our
units began to trade on The Nasdaq Capital Market, or Nasdaq, under the symbol GDSTU on March 17, 2022. The shares of common
stock, warrants and rights comprising the units began separate trading on Nasdaq on April 14, 2022, under the symbols GDST,
GDSTW and GDSTR, respectively. The separation of the Units was voluntary and all securities continue to trade.
Effective March 26, 2025, our units, common stock, warrants and rights were delisted from Nasdaq and began being quoted on the OTC Markets.
**Holders
of Record**
As
of March 31, 2025, there were 3,442,121 of our shares of common stock issued and outstanding held by 10 stockholders of record. The number
of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock
whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
**Dividends**
We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business
combination will be within the discretion of our board of directors at such time. It is the present intention of our board of directors
to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring
any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring
any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited
by restrictive covenants we may agree to in connection therewith.
**Securities
Authorized for Issuance Under Equity Compensation Plans**
None.
**Recent
Sales of Unregistered Securities**
None.
**Use
of Proceeds**
On
March 21, 2022, Goldenstone consummated its initial public offering (the IPO) of 5,750,000 units (the Units)
which included the full exercise of the over-allotment option to purchase 750,000 Units, each Unit consisting of one share of common
stock of the Company, par value $0.0001 per share (the Common Stock), one redeemable warrant to purchase one-half of one
share of Common Stock for $11.50 (Warrant) and one right to acquire one-tenth of one share of Common Stock.
Simultaneously
with the closing of the IPO and the over-allotment, we consummated the issuance of 351,250 private placement units (the Private
Placement Units) at $10.00 per Private Placement Unit.
Upon
the closing of the initial public offering on March 21, 2022, a total of $58,362,500 ($10.15 per Public Unit) of the net proceeds from
the IPO, the Over-Allotment and the Private Placement were deposited in a Trust Account established for the benefit of our public stockholders.
**Purchases
of Equity Securities by the Issuer and Affiliated Purchasers**
None.
**ITEM
6. [RESERVED]**
Not
applicable
17
**ITEM
7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**
References
to the Company, Goldenstone our, us or we refer to Goldenstone
Acquisition Limited. The following discussion and analysis of the Companys financial condition and results of operations should
be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information
contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
****
**Cautionary
Note Regarding Forward-Looking Statements**
*This
Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). We have based these forward-looking
statements on our current expectations and projections about future events. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking
statements. In some cases, you can identify forward-looking statements by terminology such as may, should,
could, would, expect, plan, anticipate, believe,
estimate, continue, or the negative of such terms or other similar expressions. Factors that might cause
or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission
(SEC) filings.*
**
**Overview**
We
are a blank check company incorporated on September 9, 2020 as a Delaware corporation and formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
On
March 21, 2022, we consummated our IPO of 5,750,000 units at $10.00 per unit (the Units). The units sold included the full
exercise of the underwriters over-allotment. Each Unit consists of one share of our common stock (the Public Shares),
one redeemable warrant to purchase one-half of one share of our common stock at a price of $11.50 per whole share and one right. Each
right entitles the holder thereof to receive one-tenth (1/10) of one share of our common stock upon the consummation of the Business
Combination.
Simultaneously
with the closing of the IPO and the over-allotment, we consummated the issuance of 351,250 private placement units (the Private
Placement Units) for aggregate cash proceeds of $3,512,500. Each Private Placement Unit consists of one share of our common stock,
one redeemable warrant to purchase one-half of one share of our common stock at a price of $11.50 per whole share and one right. Each
right entitles the holder thereof to receive one-tenth (1/10) of one share of our common stock upon the consummation of our Business
Combination. Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private
Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating our Business
Combination.
Upon
the closing of the initial public offering on March 21, 2022, a total of $58,362,500, or $10.15 per share of the net proceeds from the
IPO, the Over-Allotment and the Private Placement were deposited in a Trust Account established for the benefit of our public stockholders.
If
we have not completed our initial business combination by June 21, 2025, we will: (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall
be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders 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 the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
We
cannot assure you that our plans to complete our initial business combination will be successful.
18
**Termination
of Roxe Merger Agreement**
****
On
June 21, 2022, we entered into a Merger Agreement (the Merger Agreement) by and among Roxe Holding Inc., a Delaware corporation
(the Roxe), the Registrant, Goldenstone Merger Sub, Inc., a Delaware corporation (Merger Sub) and wholly-owned
subsidiary of the Registrant, and Amazon Capital Inc., solely in its capacity as representative, agent and attorney-in-fact of the Roxe
Securityholders (the Securityholder Representative)(collectively, the Parties), pursuant to which Merger Sub would
merge with and into the Company (the Merger) with the Roxe as the surviving corporation of the Merger and becoming a wholly-owned
subsidiary of the Company.
Subsequently,
on December 31, 2022, we entered into a Joint Agreement to Terminate Merger Agreement (the Termination Agreement) with
Roxe, pursuant to which (i) the Parties mutually agreed to terminate the Merger Agreement. The termination was by mutual agreement of
the Company and Roxe pursuant to Section 10.1(c) of the Merger Agreement, and no termination fee or other payment is due to either party
from the other as a result of the termination.
By
virtue of the termination of the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) were terminated in
accordance with their terms.
**Business
Combination Agreement**
On
January 12 2024, the Company entered into a nonbinding LOI for a potential business combination with Infintium Fuel Cell Systems, Inc.,
a Delaware corporation (Infintium) and Infintium made a non-refundable earnest money deposit of $200,000 (Earnest
Money) to proceed with the Company for the potential business combination. Such deposit is intended to cover the business combination
expenses of the Company for which Infintium is responsible. If the potential business combination fails to occur and the LOI or the LOI
or any subsequent definitive agreements are terminated by either party due to reasons not attributable to Infintium, the Company will
be required to return the Earnest Money to Infintium.
On
June 26, 2024, the Company entered into a Business Combination Agreement (the Agreement) with Infintium, 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 Infintium Securityholders (the Securityholder Representative,
and, together with Infintium, the Company, Merger Sub, the Parties), pursuant to which Merger Sub will merge with and into
Infintium (the Merger), with Infintium surviving the Merger as a wholly-owned subsidiary of the Company. In connection
with the Merger, the Company will change its name to Infintium Fuel Cell Systems Holdings, Inc. The board of directors
of the Company 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.
**Extension
of the Deadline to Complete an Initial Business Combination**
****
Pursuant
to the terms of our Amended and Restated Certificate of Incorporation and the Investment Management Trust Agreement between the Company
and Continental Stock Transfer & Trust Company, LLC (Continental), the Company may elect to extend the time available
to consummate our initial business combination, provided that our sponsor or its affiliates or designees must, upon ten days advance
notice prior to the applicable deadline, deposit $575,000 into the Trust Account ($0.10 per share) on or prior to the date of the applicable
deadline, for each three month extension (or up to an aggregate of $1,725,000, or $0.30 per share if we extend for the full nine months)
ten days advance notice prior to the applicable deadline.
****
19
****
On
March 14, 2023, the Company announced that it had extended the period of time by which it may complete an initial business combination
by an additional three months (the Extension). In accordance with its amended and restated certificate of incorporation,
a deposit of $575,000 was made into the Trust Account established at the time of the Companys initial public offering for the
benefit of the public stockholders. Pursuant to the Extension, the new deadline for completion of an initial business combination was
extended to June 21, 2023.
On
June 20, 2023, the Company announced that it had extended the period of time by which it may complete an initial business combination
by an additional three months (the Second Extension). In accordance with its amended and restated certificate of incorporation,
on June 14, 2023, a deposit of $575,000 was made into to the Trust Account established at the time of the Companys initial public
offering for the benefit of the public stockholders. Pursuant to the Second Extension, the new deadline for completion of an initial
business combination was September 21, 2023.
On
September 21, 2023, the Companys stockholders approved the amendment to the Companys 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 Third
Extension), 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). The Companys
stockholders also 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 Companys initial
public offering (the Trust Account) the sum of $100,000 for each one month extended. In addition, the Companys 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). As a result, from September
2023 through May 2024, a total of nine deposits of $100,000 was made into to the Trust Account established at the time of the Companys
initial public offering for the benefit of the public stockholders. Pursuant to the Third Extension, the new deadline for completion
of an initial business combination was June 21, 2024, the ninth additional months of the Third Extension.
In
connection with the votes to approve the Companys Amended and Restated Certificate of Incorporation,758,539shares
of Common Stock of the Company were rendered for redemption in October 2023.
On
June 18, 2024, the Companys stockholders approved the amendment to the Companys Amended and Restated Certificate of Incorporation,
as previously amended on September21, 2023, to extend the date by which the Company has to consummate a business combination up
to twelve (12)times (the Fourth Extension), each such extension for an additional one (1)month period, from
June21, 2024 to June21, 2025. In connection with the stockholders vote at the Annual Meeting,3,395,590shares
of common stockwere tendered for redemption. As a result, approximately $38.0 million(approximately $11.20 per share) has
been removed from the Companys Trust Account to pay such holders, without taking into account additional allocation of payments
to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. On June 18, 2024,
the Company filed a second amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the
Charter Amendment), to extend the date to consummate a business combination until June 21, 2025, as approved by the Companys
stockholders at the Annual Meeting. Pursuant to the Fourth Extension, the Company has deposited a total of twelve of $50,000 in the Trust
Account, to initially extend the date by which the Company can complete an initial business combination by twelve months to June 21,
2025.
In
connection with the votes to approve the Companys Amended and Restated Certificate of Incorporation,3,395,590shares
of Common Stock of the Company were tendered for redemption for an aggregate payment of approximately $38.0 million in June 2024.
20
**Results
of Operations**
Our
entire activity since inception up to March 31, 2025 was in connection with our search for a target for our initial business combination.
We will not generate any operating revenues until the closing and completion of our initial business combination, at the earliest. On
June 26, 2024, the Company entered into a Business Combination Agreement as discussed above. The Company filed its initial Form S-4 Registrant
Statement on January 30, 2025 and filed two amendments to the Form S-4 on April 24, 2025 and May 14, 2025, however, there is no assurance
that the Registration Statement will be declared effective or that the Business Combination will be completed.
For
the year ended March 31, 2025, we generated a net income of $109,366, which consisted of interest income on the Trust Account of $1,330,551
and franchise tax credit of $37,275, partially offset by formation and operating costs of $971,217 and income taxes provision of $287,243.
For
the year ended March 31, 2024, we generated a net income of $1,596,567, which consisted of interest income on the Trust Account of $2,934,879,
business combination income of $125,000 as our previous potential target did not move forward with the merger and we were able to keep
the merger deposit funds, offset by formation and operating costs of $717,167, franchise tax expense of $129,953 and income taxes provision
of $616,192.
**Liquidity
and Going Concern**
****
As
of March 31, 2025, we had $14,692 in cash in our operating account as compared to cash of $30,823 at March 31, 2024 and working deficit
of $4,217,347 as compared to $2,870,013 at March 31, 2024. The change in liquidity is attributable to cash used in operating activities
of $1,493,543 and cash used in financing activities of $36,858,379, and offset by cash provided by investing activities of $38,335,791.
****
For
the year ended March 31, 2025, there was $1,493,543 of cash used in operating activities resulting from interest income earned on investment
held in Trust Account amounting to $1,330,551, and non-cash deferred tax benefit of $37,152, increase in prepaid income taxes of $287,911,
increase in prepaid franchise taxes of $26,165, decrease in income tax payable of $358,882, and decrease in franchise tax payable of
$12,300, and offset by net income of $109,366, decrease in prepaid expenses of $58,250, and increase in accrued expenses of $391,802.
****
For
the year ended March 31, 2024, there was $1,074,886 of cash used in operating activities resulting from interest income earned on investment
held in Trust Account amounting to $2,934,879, business combination income of $125,000, and increase in prepaid expenses of $8,250, and
offset by net income of $1,596,567, non-cash deferred tax expense of $2,975, increase in accrued expenses of $287,945, increase in income
tax payable of $105,456, and increase in franchise tax payable of $300.
For
the year ended March 31, 2025, there was $38,335,791 of cash provided by investing activities resulting from the withdrawal of an investment
held in the Trust Account for payment to redeeming stockholders of $38,044,345, the withdrawal of an investment held in the Trust Account
amounting to $991,446, offset by the purchase of investment held in Trust Account amounting to $700,000.
****
For
the year ended March 31, 2024, there was $7,581,747 of cash provided by investing activities resulting from the withdrawal of an investment
held in the Trust Account for payment to redeeming stockholders of $8,157,801, the withdrawal of an investment held in the Trust Account
amounting to $698,946, offset by the purchase of investment held in Trust Account amounting to $1,275,000.
For
the year ended March 31, 2025, there was $36,858,379 of cash used in financing activities resulting from the redemption of common stock
of $38,044,345 and repayments of working capital loans from our Sponsor amounting to $230,000, offset by the proceeds from working capital
and extension loans from our Sponsor amounting to $1,415,966.
****
For
the year ended March 31, 2024, there was $6,486,801 of cash used in financing activities resulting from the redemption of common stock
of $8,157,801, offset by the proceeds from working capital and extension loans from our Sponsor amounting to $1,471,000 and the business
combination deposit of $200,000.
21
In
addition, in order to finance transaction costs in connection with searching for a target business or consummating an intended initial
business combination, the initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan us funds
as may be required. In the event that the initial business combination does not close, we may use a portion of the working capital held
outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Such
loans would be evidenced by promissory notes. The notes would either be paid upon consummation of our initial business combination, without
interest, or, at the lenders discretion, up to $600,000 of the notes may be converted upon consummation of our business combination
into private units at a price of $10.00 per unit.
****
We
had until 12 months from the closing of the Initial Public Offering to consummate an initial Business Combination. However, if we anticipate
that it may not be able to consummate our initial Business Combination within 12 months, we may extend the period of time to consummate
a Business Combination up to three times, each by an additional three months (for a total of up to 21 months to complete a Business Combination).
Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us
and the trustee, in order to extend the time available for us to consummate our initial Business Combination, our sponsor or its affiliates
or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the Trust Account $575,000 ($0.10 per
share) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,725,000, or $0.30
per share if the Company extends for the full nine months). On September 21, 2023, our stockholders approved the amendment to our Amended
and Restated Certificate of Incorporation to extend the date by which we have to consummate a business combination up to nine (9) times,
each such extension for an additional one month period, from September 21, 2023 to June 21, 2024, and must deposit into the Trust Account
in the sum of $100,000 for each one month extended. On June 18, 2024, the Companys stockholders approved a second amendment to
the Companys Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business
combination up to twelve (12) times, each such extension for an additional one month period, from June 21, 2024 to June 21, 2025, and
must deposit into the Trust Account in the sum of $50,000 for each one month extended. Any such payments would be made in the form of
a loan. Any such loans will be non-interest bearing and payable upon the consummation of our initial Business Combination. If we complete
our initial Business Combination, we would either repay such loaned amounts out of the proceeds of the Trust Account released to us,
or up to $1,725,000 of such loans may be convertible into private units at a price of $10.00 per unit at the option of the lender.
As
of March 31, 2025 and 2024, we had $2,976,966 and $1,791,000, respectively, of borrowings under the working capital and extension loans.
****
In
connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Boards Accounting
Standards Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern, management has determined that these
conditions raise substantial doubt about our ability to continue as a going concern. The managements plan in addressing this uncertainty
is through the Working Capital Loans. In addition, if we are unable to complete a Business Combination within the Combination Period
by June 21, 2025, if not further extended, our board of directors would proceed to commence a voluntary liquidation and thereby a formal
dissolution of us. There is no assurance that our plans to consummate a Business Combination will be successful within the Combination
Period. As a result, management has determined that such conditions raise substantial doubt about our ability to continue as a going
concern. The consolidated financial statements does not include any adjustments that might result from the outcome of this uncertainty.
****
**Critical
Accounting Estimates**
*Use
of Estimates*
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The Company
does not have any critical accounting estimates.
22
**Recent
Accounting Pronouncements**
In
November 2023, the FASB issued ASU No.2023-07, *Segment Reporting* (Topic 280) (ASU 2023-07 or
Topic 280). The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information
on an annual and interim basis for all public entities to enable investors to develop more decision useful financial analyses. Topic
280 requires a public entity to report a measure of segment profit or loss that the chief operating decision maker (CODM) uses to assess
segment performance and make decisions about allocating resources. Topic 280 also requires other specified segment items and amounts,
such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU 2023-07
also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative
thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for years beginning after December 15, 2023
and interim periods within fiscal years beginning after December 15, 2024, adopted retrospectively. We adopted ASU 2023-07 for the year
ended March 31, 2025 and provided the requiring disclosure in the accompanying notes to the consolidated financial statements.
In
December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
(ASU2023-09), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories
in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between
domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign).ASU2023-09also
requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements
that have not yet been issued or made available for issuance.ASU2023-09should be applied on a prospective basis, but
retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on the
Companys consolidated financial statements and related disclosures.
Management does not believe that any other recently issued,
but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our consolidated financial statements.
**Off-Balance
Sheet Arrangements; Commitments and Contractual Obligations**
**Registration
Rights**
Pursuant
to a registration rights agreement entered into on September 10, 2021, the holders of the founder shares, the private placement units
and private placement units that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant
to a registration rights agreement to be signed prior to or on the closing date of this offering requiring us to register such securities
for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register
such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements
filed subsequent to the completion of our initial business combination. We will bear the expenses incurred in connection with the filing
of any such registration statements.
**Underwriting
Agreement**
We
sold to the underwriters, $100, a Unit Purchase Option (UPO) to purchase 270,250 Units exercisable at $11.00 per Unit,
an aggregate exercise price of $2,972,750, commencing on the later of the first anniversary the effective date of the registration statement
related to the Initial Public Offering and the consummation of a Business Combination. The unit purchase option may be exercised for
cash or on a cashless basis, at the holders option, and expires five years from the effective date of the registration statement
related to the Initial Public Offering.
The
underwriters received a cash underwriting discount of 2% of the gross proceeds of the IPO, or $1,150,000, upon closing of the IPO. In
addition the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the sale of Units in the
IPO, or $2,012,500, which is currently held in the Trust Account and would be payable upon the completion of the initial Business Combination
subject to the terms of the underwriting agreement.
23
**ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**
As
a smaller reporting company we are not required to make disclosures under this Item.
**ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**
Our
financial statements and the notes thereto begin on page F-1 of this Form 10-K.
**ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**
None.
**ITEM
9A. CONTROLS AND PROCEDURES**
****
**Evaluation
of Disclosure Controls and Procedures**
Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the
SECs rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and
chief financial officer (our Certifying Officers), the effectiveness of our disclosure controls and procedures as of March
31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of
March 31, 2025, our disclosure controls and procedures were effective.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
**Managements
Report on Internal Controls Over Financial Reporting**
As
required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting
purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
| 
(1) | pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of our company, | 
|
| 
(2) | provide
reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP, and that our receipts and expenditures are
being made only in accordance with authorizations of our management and directors, and | 
|
| 
(3) | provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the financial statements. | 
|
24
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial
statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed
the effectiveness of our internal control over financial reporting at March 31, 2025. In making these assessments, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated
Framework (2013). Based on our assessments and those criteria, due to our determination of the material weaknesses in our disclosure
controls, as described above, management determined that we maintain an effective internal control over financial reporting as of March
31, 2025.
Management
has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our
review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to
accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and
consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.
This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status
as an emerging growth company under the JOBS Act.
**Changes
in Internal Control over Financial Reporting**
There
were no other changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the
Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
**ITEM
9B. OTHER INFORMATION**
None.
**ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS**
Not
applicable.
25
**PART
III**
****
**ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**
**Directors
and Executive Officers**
****
Our
directors and executive officers are as follows:
****
| 
Name | 
| 
Age | 
| 
Title | |
| 
Eddie Ni | 
| 
62 | 
| 
Director, Chief Executive
Officer, Chief Financial Officer, and President | |
| 
Ray Chen | 
| 
60 | 
| 
Director | |
| 
Jonathan McKeage | 
| 
71 | 
| 
Independent Director | |
| 
Pin Tai | 
| 
71 | 
| 
Independent Director | |
| 
Nan Sun | 
| 
43 | 
| 
Independent Director | |
Below
is a summary of the business experience of each of our executive officers and directors:
****
**Eddie
Ni.**Mr. Ni has been our President and Chief Executive Officer since March 2021, and has been our Chief Financial Officer since January,
2024. He has more than 30 years of investment, business management and entrepreneurial experience. He has been the chairman and chief
executive officer of Windfall Group since December 2009. Windfall Group, an Ohio corporation, has a large business portfolio involved
in a variety of industries in U.S., including real estate, building supply, construction, and import/export of construction materials
and home building structures such as granite and cabinet. Under the management of Windfall Group, Mr. Ni has raised, invested, and managed
over hundred-million-dollar assets including commercial real estates across the Midwest to the south states of United States from the
State of Ohio, Illinois to Georgia and South Carolina, and New York City and New Jersey. Mr. Ni was the chairman and chief executive
officer of Direct Import Home Dcor from November 2003 to November 2009. Prior to Windfall Group and Direct Import Home Dcor,
from May 1990 to October 2003, Mr. Ni was the founder and chief executive officer of Nis Dynasty focusing on investing and managing
in the food and beverage industry. We believe that Mr. Ni is qualified to serve on our board of directors based on his expertise in business
management and his transaction experience.
****
**Ray
Chen.**Mr. Chen has been our director since March 2021. He has served as chief operating officer of Goldenbridge Acquisition Limited
since August 2020 until its business combination with SunCar Technology Group, Inc. on May 17, 2023. Mr. Chen served as director and
chief operating officer of Wealthbridge Acquisition Limited, a special purpose acquisition company, from February 2018 until its business
combination with Scienjoy Inc. in May 2020, and has served as the investor relation officer of Scienjoy since then. Mr. Chen served as
chief executive officer at Fortissimo Film International Ltd., a privately-owned film development and production company from August
2016 to January 2018. From January 2013 to February 2016, Mr. Chen was chief executive officer of Beijing Galloping Horse Film &
TV Production Co., Ltd. From January 2010 to March 2013, Mr. Chen was the head of sales in the Beijing Office of Star Jet Co., Ltd. Prior
to his Star Jet experience, Mr. Chen was the executive board member and head of sales in Asia Jet Partners Limited, a privately-owned
holding company specializing in general aviation and aircraft leasing. Mr. Chen joined Asia Jet after his service as chief executive
officer at ABC International Inc., a business consulting company based in Cleveland, Ohio. Mr. Chen attended business and marketing courses
at Cleveland State University from September 1991 to June 1995. We believe Mr. Chen is well-qualified to serve as a member of the board
given his public company experience, including other similarly structured blank check companies, business leadership, operational experience
and contacts.
26
**Jonathan
McKeage.**Mr. McKeage has been our director since July 2021. has over 30 years of experience in the areas of M&A, corporate
finance, equity analysis, trading and investor relations. Mr. McKeage has held executive positions at publicly traded U.S. corporations,
including Vice President of Corporate Development for NASDAQ-quoted, Minneapolis-based Digital Angel Corporation, where for seven years
(2004-2010) he coordinated acquisitions and divestitures and served as in-house investor relations manager for this international RFID
and GPS technology group. During this time, he also served as CEO and Director of New Jersey-based Digital Angel subsidiary InfoTech
USA, an OTC-quoted provider of information technology and consulting services to small and medium sized businesses, where he led a business
model restructuring and eventual sale to a private equity group, as part of the parent companys program of divestiture of non-core
assets. Before this, Mr. McKeage for two years was an Account Manager with Allen & Caron, a New York and London based investor relations
firm, where he led roadshows and wrote press releases for the firms small cap client base, and advised C-suite executives on IR
strategies. In the early 1990s Mr. McKeage spent three years with Kalb Voorhis, a New-York based brokerage and specialist operation,
where he acted as floor broker on the NYSE and client relationship manager with the firms AMEX specialist unit, as well as on
the firms equity sales desk upstairs executing customer trades on these exchanges. Following this, he spent two
years with Niederhoffer Investments, a New York-based financial group engaged primarily in commodities trading, where he engaged in commodities
research and ADR trading, as well as managing the firms private company exclusive sale business. Mr. McKeages investment
banking experience includes seven years (1995-2002) as a Managing Director in the Corporate Finance department of New York-based Dominick
& Dominick LLC, where he was involved in a number of domestic and international M&A and equity funding assignments and also led
European roadshows for US clients in conjunction with Dominicks then-extensive European branch network. During this time Mr. McKeage
also published a number of research reports on small cap technology companies. Prior to his time with Dominick, Mr. McKeage was an Associate
with Morgan Grenfell Inc., the New York office of Morgan Grenfell plc, the British merchant bank, where he participated in domestic and
cross-border M&A transactions, and also participated in a roadshow for the launch of Morgan Grenfells London-based merchant
banking fund (1986-1990). Mr. McKeage began his investment banking career in the Municipal Finance division of PaineWebber in New York,
where he was a member of a team structuring tax-exempt municipal bonds. More recently (since 2015), Mr. McKeage has been involved in
educational services, as a corporate executive, teacher and consultant. He has served as CEO, Director and Senior Advisor for American
Education Center, Inc., a New York-based, OTC-quoted provider of college application advice, and acclimation and business services to
Chinese students studying in the US and their families. During this time, he also taught online courses in Equity Analysis, Personal
Investing, US Capital Markets, M&A, and the Global Investment Banking Industry. Mr. McKeage holds a BA degree from Rice University,
MA and PhD degrees from Harvard University and a Certificate in Business Administration from The Wharton School. We believe Mr. McKeage
is well-qualified to serve as a member of our board of directors given his experience, relationships and contacts.
****
**Pin
Tai.**Mr. Tai has been our director since April 2021. He has over 38 years of commercial banking experience in U.S., Hong Kong
and mainland China. Mr. Tai joined Cathay Bank in 1999 as general manager of its New York region, and was instrumental in the development
of its east coast presence in New York, Boston, Maryland, New Jersey and Chicago. He took on more responsibilities within the bank as
executive vice president of eastern regions including Texas and was appointed chief lending officer in 2013. In 2015, he was invited
to join the board of directors and was appointed as president of Cathay Bank. In 2016, he was named chief executive officer and president
of Cathay General Bancorp and Cathay Bank. During his tenure as chief executive officer and president, Cathay Bank was ranked top 10
Best Banks in 2018 and within the top 20 Best Banks in America for 5 consecutive years by Forbes Magazine. Mr. Tai retired from Cathay
Bank in September 2020. Subsequently he was invited to join GPI Investment Group and became chairman of GPI Real Estate Opportunity Fund,
a private equity focusing on investment in multi-family, student housing and undervalued real estate assets. Prior to joining Cathay
Bank, he worked for Bank of China, USA for 13 years in charge of credit and business development, marketing and correspondent banking.
Before that, he was with Bank of America in Hong Kong and mainland China providing international banking services to Chinese state-owned
banks and companies as well as multinational companies. He was amongst the earliest group of American bankers entering China market in
1980. Mr. Tai graduated from the University of Rochester with a bachelor of science degree in Chemical Engineering and received his masters
degree in business administration with Honor from Northwestern Universitys Kellogg School of Management. He also completed the
Directors Training Program at UCLA Anderson School of Business. He was former vice chair and board member of NY Chinatown Partnership
Local Development Corporation, director of NY Chinese Bankers Association, director of Cathay General Bancorp, Cathay Bank and Cathay
Bank Foundation, Western Bankers Association, California Bankers Association, Foothill Family Services at Pasadena and Worldwide Christian
Churches Ministries. Mr. Tai was invited to become a member of the Committee of 100 in 2019. We believe Mr. Tai is well-qualified to
serve as a member of our board of directors given his experience, relationships and contacts.
27
**Nan
Sun.**Mr. Sun has been our director since April 2021. Mr. Sun currently serves as general manager of H-Bar Continuous Cast Iron
Corp. from 2014. Mr. Sun has been a professor in Xian University of Technology, China and a guest professor in University of Notre
Dame, U.S. since August 2017. Prior to that Mr. Sun was an associate professor in Jiangsu University, China from April 2015 to August
2017. Mr. Sun was a post-doc research associate in Department of Physics, Purdue University, U.S., from December 2011 to March 2012,
and in Harper Cancer Center, University of Notre Dame, U.S., from March 2012 to June 2015. Mr. Sun has a list of publications on various
meetings, conferences and journals. Mr. Sun obtained two patents, one for inventing a new device for recycle Fumric acid recycle in 2014
and one for inventing a new method for waste water treatment, recycle, and chemical extraction for profits in 2012. He has been a member
of The Minerals, Metals& Materials Society (TMS), Society of Photo-Optical Instrumentation Engineers (SPIE), and American Physical
Society (APS). Mr. Sun graduated with a bachelors degree in Intensive Instruction (a special program for cultivating scientists)
from Nanjing University, China in 2003. Mr. Sun earned his Ph.D and masters degree in Physics from University of Notre Dame, U.S.
in 2012 and 2007, respectively. We believe Mr. Sun is well-qualified to serve as a member of our board of directors given his experience,
relationships and contacts.
**Number
of Officers and Directors**
****
The
Board of Directors currently is consisted of five (5) members. Each member of our board of directors will be elected at our annual meetings.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first
fiscal year end following our listing on Nasdaq.
Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms
of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our
bylaws provide that our officers may consist of a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers
(including, without limitation, a Chairman of the Board, Presidents, Vice Presidents, Assistant Secretaries and a Treasurer) as may be
determined by the board of directors.
**Director
Independence**
****
Nasdaq
listing standards require that a majority of our board of directors be independent. An independent director is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the companys board of directors, would interfere with the directors exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors has determined that each of Jonathan McKeage, Pin Tai, and
Nan Sun are independent directors as defined in the Nasdaq listing standards and applicable SEC rules. Our independent
directors will have regularly scheduled meetings at which only independent directors are present.
**Committees
of the Board of Directors**
Our
board of directors has three standing committees: an audit committee, a nominating committee, and a compensation committee. Subject to
phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed
company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be
comprised solely of independent directors.
28
**Audit
Committee**
Under
the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee all of whom must
be independent. We have established an audit committee of the board of directors, which consists of Jonathan McKeage, Pin Tai, and Nan
Sun, each of whom is an independent director under Nasdaqs listing standards. Jonathan McKeage is the Chairperson of the audit
committee. The audit committees duties, which are specified in our Audit Committee Charter, include, but are not limited to:
| 
| reviewing
and discussing with management and the independent auditor the annual audited financial statements,
and recommending to the board whether the audited financial statements should be included
in our Form 10-K; | 
|
| 
| discussing
with management and the independent auditor significant financial reporting issues and judgments
made in connection with the preparation of our financial statements; | 
|
| 
| discussing
with management major risk assessment and risk management policies; | 
|
| 
| monitoring
the independence of the independent auditor; | 
|
| 
| verifying
the rotation of the lead (or coordinating) audit partner having primary responsibility for
the audit and the audit partner responsible for reviewing the audit as required by law; | 
|
| 
| reviewing
and approving all related-party transactions; | 
|
| 
| inquiring
and discussing with management our compliance with applicable laws and regulations; | 
|
| 
| pre-approving
all audit services and permitted non-audit services to be performed by our independent auditor,
including the fees and terms of the services to be performed; | 
|
| 
| appointing
or replacing the independent auditor; | 
|
| 
| determining
the compensation and oversight of the work of the independent auditor (including resolution
of disagreements between management and the independent auditor regarding financial reporting)
for the purpose of preparing or issuing an audit report or related work; | 
|
| 
| establishing
procedures for the receipt, retention and treatment of complaints received by us regarding
accounting, internal accounting controls or reports which raise material issues regarding
our financial statements or accounting policies; and | 
|
| 
| approving
reimbursement of expenses incurred by our management team in identifying potential target
businesses. | 
|
**
*Financial
Experts on Audit Committee*
The
audit committee will at all times be composed exclusively of independent directors who are financially literate
as defined under Nasdaq listing standards. Nasdaq listing standards define financially literate as being able to read and
understand fundamental financial statements, including a companys balance sheet, income statement and cash flow statement.
In
addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience
in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results
in the individuals financial sophistication. The board of directors has determined that Pin Tai qualified as an audit committee
financial expert, as defined under rules and regulations of the SEC.
**Nominating
Committee**
We
have established a nominating committee of the board of directors, which consists of Jonathan McKeage, Pin Tai, and Nan Sun, each of
whom is an independent director under Nasdaqs listing standards. Nan Sun is the Chairperson of the nominating committee. The nominating
committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee
considers persons identified by its members, management, stockholders, investment bankers and others.
**
29
**
*Guidelines
for Selecting Director Nominees*
The
guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:
| 
| should
have demonstrated notable or significant achievements in business, education or public service; | 
|
| 
| should
possess the requisite intelligence, education and experience to make a significant contribution
to the board of directors and bring a range of skills, diverse perspectives and backgrounds
to its deliberations; and | 
|
| 
| should
have the highest ethical standards, a strong sense of professionalism and intense dedication
to serving the interests of the stockholders. | 
|
The
nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity
and professionalism in evaluating a persons candidacy for membership on the board of directors. The nominating committee may require
certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and
will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The board of
directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking
proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).
Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our certificate
of incorporation. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.
****
**Compensation
Committee**
We
have established a compensation committee of the board of directors, which consists of Jonathan McKeage, Pin Tai, and Nan Sun, each of
whom is an independent director under Nasdaqs listing standards. Jonathan McKeage is the Chairperson of the compensation committee.
The compensation committees duties, which are specified in our Compensation Committee Charter, include, but are not limited to:
| 
| reviewing
and approving on an annual basis the corporate goals and objectives relevant to our Chief
Executive Officers compensation, evaluating our Chief Executive Officers performance
in light of such goals and objectives and determining and approving the remuneration (if
any) of our Chief Executive Officers based on such evaluation; | 
|
| 
| reviewing
and approving the compensation of all of our other executive officers; | 
|
| 
| reviewing
our executive compensation policies and plans; | 
|
| 
| implementing
and administering our incentive compensation equity-based remuneration plans; | 
|
| 
| assisting
management in complying with our proxy statement and annual report disclosure requirements; | 
|
| 
| approving
all special perquisites, special cash payments and other special compensation and benefit
arrangements for our executive officers and employees; | 
|
| 
| if
required, producing a report on executive compensation to be included in our annual proxy
statement; and | 
|
| 
| reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors. | 
|
Notwithstanding
the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to
any of our existing stockholders, including our directors or any of their respective affiliates, prior to, or for any services they render
in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial
business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements
to be entered into in connection with such initial business combination.
30
**Code of
Ethics**
****
We
have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities
laws. We have filed a copy of our Code of Ethics as an exhibit to our Registration Statement on Form S-1. You will be able to review
these documents by accessing our public filings at the SECs web site at *www.sec.gov*. In addition, a copy of the Code of
Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions
of our Code of Ethics in a Current Report on Form 8-K.
**Conflicts
of Interest**
****
In
general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business
opportunities to a corporation if:
| 
| the
corporation could financially undertake the opportunity; | 
|
| 
| the
opportunity is within the corporations line of business; and | 
|
| 
| it
would not be fair to the corporation and its stockholders for the opportunity not to be brought
to the attention of the corporation. | 
|
In
relation to the foregoing, our amended and restated certificate of incorporation provides that:
| 
| we
renounce any interest or expectancy in, or being offered an opportunity to participate in,
any business opportunities that are presented to us or our officers or directors or stockholders
or affiliates thereof, including but not limited to, our initial stockholders and its affiliates,
except as may be prescribed by any written agreement with us; and | 
|
| 
| our
officers and directors will not be liable to our company or our stockholders for monetary
damages for breach of any fiduciary duty by reason of any of our activities or any of our
initial stockholders or its affiliates to the fullest extent permitted by Delaware law. | 
|
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for
an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these fiduciary obligations
under applicable law. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity
offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be
reasonable for us to pursue.
31
The
following table summarizes the relevant pre-existing fiduciary or contractual obligations of our officers and directors:
****
| 
Name
of Individual | 
| 
Name
of Affiliated Company | 
| 
Affiliation | 
| 
Priority/Preference
relative to 
Goldenstone Acquisition Limited | |
| 
Eddie Ni | 
| 
Windfall Group | 
| 
Chief Executive Officer and Chairman | 
| 
Windfall Group | |
| 
Jonathan McKeage | 
| 
American Education Center, Inc. | 
| 
Chief Executive Officer | 
| 
American Education Center, Inc. | |
| 
Nan Sun | 
| 
H-Bar Continuous Cast Iron Corp | 
| 
General Manager | 
| 
H-Bar Continuous Cast Iron Corp | |
Potential
investors should also be aware of the following other potential conflicts of interest:
| 
| 
| 
None of our officers or
directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating
his or her time among various business activities. | |
| 
| 
| 
Our sponsors, executive
officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they
hold in connection with the consummation of our initial business combination. Additionally, our sponsors, executive officers and
directors have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial
business combination within 15 months after the closing of the IPO, although they will be entitled to liquidating distributions from
the Trust Account with respect to any public shares they hold. If we do not complete our initial business combination within such
applicable time period, the proceeds of the sale of the private placement units will be used to fund the redemption of our public
shares, and the private placement units will expire worthless. With certain limited exceptions, the founder shares will not be transferable,
assignable or salable by our initial stockholders until the earlier of (1) one year after the completion of our initial business
combination and (2) the date on which we consummate a liquidation, merger, capital stock exchange, reorganization, or other similar
transaction after our initial business combination that results in all of our stockholders having the right to exchange their shares
of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock
equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the
founder shares will be released from the lock-up. With certain limited exceptions, the private placement units and the securities
underlying such units will not be transferable, assignable or salable by our initial stockholders until 30 days after the completion
of our initial business combination. Since our initial stockholders and officers and directors may directly or indirectly own common
stock and warrants following the IPO, our officers and directors may have a conflict of interest in determining whether a particular
target business is an appropriate business with which to effectuate our initial business combination. | |
| 
| 
| 
Our officers and directors
may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any
such officers and directors was included by a target business as a condition to any agreement with respect to our initial business
combination. | |
| 
| 
| 
Our initial stockholders,
officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements
as we may obtain loans from our initial stockholders or an affiliate of our initial stockholders or any of our officers or directors
to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be,
at the option of the lender, convertible into placement units at a price of $1.00 per unit. Such units would be identical to the
private placement units, including as to exercise price, exercisability and exercise period. | |
| 
| 
| 
Our initial stockholders,
officers and directors may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which
would only be repaid if we complete an initial business combination. | |
The
conflicts described above may not be resolved in our favor.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial stockholders, officers
or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent
directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting
firm, that such an initial business combination is fair to our company from a financial point of view.
32
In
the event that we submit our initial business combination to our public stockholders for a vote, our sponsors, executive officers, and
directors have agreed to vote their founder shares and any public shares purchased in or after the IPO in favor of our initial business
combination.
**Limitation
on Liability and Indemnification of Officers and Directors**
****
Our
amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent
authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation
provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors,
except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL.
We
will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification
provided for in our amended and restated certificate of incorporation. Our bylaws also permit us to maintain insurance on behalf of any
officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such
indemnification. We will obtain a policy of directors and officers liability insurance that insures our officers and directors
against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify
our officers and directors.
These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholders investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.
We
believe that these provisions, the directors and officers liability insurance and the indemnity agreements are necessary
to attract and retain talented and experienced officers and directors.
**ITEM
11 EXECUTIVE COMPENSATION**
**Executive
Officers and Director Compensation**
No
executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting
or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates,
prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals
will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential
target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket
expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee,
which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.
****
**ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**
The
following table sets forth as of June 3, 2025 the number of shares of common stock beneficially owned by (i) each person who is known
by us to be the beneficial owner of more than five percent of our issued and outstanding shares of common stock (ii) each of our officers
and directors; and (iii) all of our officers and directors as a group. As of June 3, 2025, we had 3,442,121 shares of common stock issued
and outstanding.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common
stock issuable upon exercise of the warrants or in connection with the rights, as the warrants and rights are not exercisable within
60 days of May 24, 2024.
33
| 
Name
and Address of Beneficial Owner(1) | | 
Number
of Shares Beneficially Owned | | | 
Approximate
Percentageof Outstanding Common Stock | | |
| 
Eddie
Ni(2) | | 
| 1,217,195 | | | 
| 35.8 | | |
| 
Ray Chen(3) | | 
| 187,813 | | | 
| 5.46 | | |
| 
Jonathan
McKeage | | 
| 15,000 | | | 
| * | | |
| 
Pin
Tai | | 
| 15,000 | | | 
| * | | |
| 
Nan Sun | | 
| 15,000 | | | 
| * | | |
| 
All
directors and executive officers (five individuals) as a group | | 
| 1,450,788 | | | 
| 42.15 | | |
| 
| | 
| | | | 
| | | |
| 
5%
Stockholders | | 
| | | | 
| | | |
| 
Hudson
Bay Capital Management(4) | | 
| 322,651 | | | 
| 9.37 | | |
| 
Eddie
Ni | | 
| 1,217,195 | | | 
| 35.8 | | |
| 
Ray
Chen | | 
| 187,813 | | | 
| 5.46 | | |
| 
| 
* | 
Less than 1%. | |
| 
(1) | 
Unless otherwise indicated,
the business address of each of the individuals is c/o Goldenstone Acquisition Limited, 37-02 Prince Street; 2nd Floor, Flushing,
NY 11354. | |
| 
(2) | 
Consists of 842,350 shares
owned by Goldenstone Capital, LLC, currently controlled by Eddie Ni, 200,000 shares owned by Goldenstone Holding, LLC and 175,625
shares included in private placement units purchased by Goldenstone Holding, LLC. | |
| 
(3) | 
Ray Chen owns and controls
such shares through Raymond Charles Holding, LLC. | |
| 
(4) | 
Based on a Scheduled 13G
filed with the SEC on November 8, 2024. The business address of the reporting person is 1528 Havemeyer Place, 2nd Floor,
Greenwich, CT 06830. | |
**ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE**
****
In
March 2021, the Company issued 1,437,500 shares of common to our initial stockholders, which we refer to throughout this Form 10-K as
the insider shares, for an aggregate purchase price of $25,874, or approximately $0.018 per share. In January 2022, in
connection with the possible increase in the size of the offering, the Company declared a 20% stock dividend on each outstanding share.
This resolution was subsequently rescinded and no additional shares were issued.
Our
sponsor purchased from us an aggregate of 325,000 private units at $10.00 per private unit (for a total purchase price of $3,250,000).
These purchases will take place on a private placement basis simultaneously with the consummation of this offering. All of the proceeds
we receive from these purchases will be placed in the Trust Account described below. Our sponsor has also agreed that if the over-allotment
option is exercised by the underwriters, they will purchase from us at a price of $10.00 per private unit an additional number of private
units (up to a maximum of 26,250 private units) *pro rata* with the amount of the over-allotment option exercised so that at least
$10.15 per share sold to the public in this offering is held in trust regardless of whether the over-allotment option is exercised in
full or part. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase
of units resulting from the exercise of the over-allotment option. The private units are identical to the units sold in this offering
except as otherwise described in this Form 10-K. The purchasers have agreed not to transfer, assign or sell any of the private units
or the underlying securities (except to the same permitted transferees as the insider shares) until the completion of our initial business
combination.
34
If
any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business
of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or
contractual obligations to present such business combination opportunity to such other entity. Our officers and directors currently have
certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.
We
are obligated, commencing on the closing date of the offering and for 12 months, to pay our sponsors affiliate and officers, a
total monthly fee of $25,000. The payment is for general and administrative services including office space, utilities, secretarial support
and officers services to us. Specifically, $2,000 will be paid to our sponsors affiliate, Windfall Plaza Management, LLC,
for the office space, utilities, and secretarial support; $10,000, $8,000 and $5,000 will be paid to Mr. Yongsheng Liu, Mr. Eddie Ni,
and Mr. Ray Chen respectively. However, pursuant to the terms of such agreement, we may delay payment of such monthly fee upon a determination
by our audit committee that we lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with
our initial business combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of
the consummation of our initial business combination.
Other
than the foregoing, no compensation of any kind, including any finders fee, reimbursement, consulting fee or monies in respect
of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior
to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless
of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection
with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their
affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement
of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
If
needed to finance transaction costs in connection with searching for a target business or consummating an intended initial business combination,
our initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. In
the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account
to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Such loans would be evidenced
by promissory notes. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the
lenders discretion, up to $600,000 of the notes may be converted upon consummation of our business combination into private units
at a price of $10.00 per unit. Our stockholders have approved the issuance of the units and underlying securities upon conversion of
such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If
we do not complete a business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent
available.
After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender
offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will
be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial
business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director
compensation.
We
have entered into a registration rights agreement with respect to insider shares, the private units and its underlying securities, the
units issuable upon conversion of working capital loans (if any) and the shares of common stock issuable upon exercise of the foregoing.
****
35
****
**Related
Party Policy**
We
have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions
approved by our Board of Directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under
our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any
indebtedness or guarantee of indebtedness) involving the company. A form of our code of ethics was filed as an exhibit to the registration
statement in connection with our IPO.
In
addition, our audit committee, pursuant to a written charter that we will adopt prior to the consummation of this offering, will be responsible
for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority
of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related
party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous
written consent of all of the members of the audit committee will be required to approve a related party transaction. A form of the audit
committee charter that was adopted was filed as an exhibit to the registration statement in connection with our IPO. We also require
each of our directors and executive officers to complete a directors and officers questionnaire that elicits information
about related party transactions.
These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.
To
further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated
with any of our insiders, officers or directors unless we have obtained an opinion from an independent investment banking firm and the
approval of a majority of our disinterested and independent directors (if we have any at that time) that the business combination is
fair to our unaffiliated stockholders from a financial point of view. Furthermore, no finders fees, reimbursements or cash payments
will be made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection
with the completion of our initial business combination. However, the following payments will be made to our sponsor, officers or directors,
or our or their affiliates, none of which will be made from the proceeds of this offering held in the Trust Account prior to the completion
of our initial business combination:
| 
| 
| 
repayment of an aggregate
of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; | |
| 
| 
| 
reimbursement for any out-of-pocket
expenses related to identifying, investigating and completing an initial business combination; and | |
| 
| 
| 
repayment of loans which
may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in
connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements
been executed with respect thereto. Up to $600,000 of such working capital loans may be convertible into units at a price of $10.00
per unit at the option of the lender. | |
Our
audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.
After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender
offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will
be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial
business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer
and director compensation.
36
In
connection with the IPO, we entered into a registration rights agreement with respect to the founder shares and private placement units
(and underlying securities).
**Policy
for Approval of Related Party Transactions**
****
The
audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval
or ratification of related party transactions. Pursuant to the policy, the audit committee will consider (i) the relevant
facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be
obtained in arms-length dealings with an unrelated third party, (ii) the extent of the related partys interest in the transaction,
(iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship
underlying the transaction to be in the best interests of the company and its stockholders and (v) the effect that the transaction may
have on a directors status as an independent member of the board and on his or her eligibility to serve on the boards committees.
Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances
relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the
transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or executive officer to
participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.
**ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**
During
the fiscal year ended March 31, 2025, Marcum Asia acted as our principal independent registered public accounting firm. The following
is a summary of fees paid or to be paid to Marcum Asia for services rendered.
**Audit
Fees.** Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements
and services that are currently provided by Marcum Asia. The aggregate fees billed by Marcum Asia for professional services rendered
for the audit of our annual financial statements, and other required filings with the SEC for the fiscal years ended March 31, 2025 and
2024 totaled $139,399 and $98,880 respectively. This amount includes interim procedures and audit fees, as well as attendance at audit
committee meetings.
**Audit-Related
Fees**. There were no fees billed by Marcum Asia for consultations concerning financial accounting and reporting standards for
the fiscal years ended March 31, 2025 and 2024 nor were any such services provided.
**Tax
Fees.** There were no fees billed by Marcum Asia for tax planning and tax advice for the fiscal years ended March 31, 2025 and
2024 nor were any such services provided.
**All
Other Fees.** There were no fees billed by Marcum Asia for other services for the fiscal years ended March 31, 2025 and 2024 nor
were any such services provided.
**Pre-Approval
of Services**
Since
our audit committee had not yet been formed when the work commenced in 2020, the audit committee was not able to pre-approve all of the
foregoing services, although all such services were approved by our board of directors. Since the formation of our audit committee, and
on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed
for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in
the Exchange Act which are approved by the audit committee prior to the completion of the audit).
37
**PART
IV**
**ITEM
15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**
| 
| 
(a) | 
The following are filed
with this report: | |
| 
| 
(1) | 
The financial statements listed on the Financial Statements
Table of Contents | |
| 
| 
| 
| |
| 
| 
(2) | 
Not applicable | |
| 
| 
(b) | 
Exhibits | |
The
following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SECs
website at sec.gov.
| 
Exhibit
No. | 
| 
Description | |
| 
1.1 | 
| 
Underwriting
Agreement, dated March 16, 2022 by and between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the Current
Report on Form 8-K dated March 16, 2022) | |
| 
2.1 | 
| 
Business Combination Agreement dated June 26, 2024 by and among Goldenstone Acquisition Limited, Pacifica Acquisition Corp. and Infintium Fuel Cell Systems (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K dated June 26, 2024 and filed on July 2, 2024). | |
| 
2.2 | 
| 
Amendment No. 1 to the Business Combination Agreement dated January 28, 2025 (incorporated by reference to Annex A to the Registrants Registration on Form S-4 filed with the Securities and Exchange Commission on January 30, 2025). | |
| 
3.1 | 
| 
Amended
and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form
8-K dated March 16, 2022) | |
| 
3.2 | 
| 
Bylaws
of the Registrant (incorporated by reference to Exhibit 3.4 to the Registrants Registration Statement on Form S-1 filed with
the Securities & Exchange Commission on June 21, 2021) | |
| 
4.1 | 
| 
Specimen
Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities &
Exchange Commission on June 21, 2021) | |
| 
4.2 | 
| 
Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities
& Exchange Commission on June 21, 2021) | |
| 
4.3 | 
| 
Specimen
Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities
& Exchange Commission on June 21, 2021) | |
| 
4.4 | 
| 
Specimen
Right Certificate (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1 filed with the Securities &
Exchange Commission on June 21, 2021) | |
| 
4.5 | 
| 
Warrant
Agreement, dated March 16, 2022 between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference
to Exhibit 4.1 to the Current Report on Form 8-K dated March 16, 2022 and filed with the Securities and Exchange Commission | |
| 
4.6 | 
| 
Rights
Agreement, dated March 16, 2022 between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference
to Exhibit 4.2 to the Current Report on Form 8-K dated March 16, 2022 and filed with the Securities and Exchange Commission | |
| 
4.7 | 
| 
Description of Securities | |
| 
10.1 | 
| 
Letter
Agreement, dated March 16, 2022, among the Registrant and its officers, directors and initial stockholders, (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K dated March 16, 2022) | |
| 
10.2 | 
| 
Investment
Management Trust Agreement, dated March 16, 2022, between Continental Stock Transfer & Trust Company and the Registrant. (incorporated
by reference to Exhibit 10.3 to the Current Report on Form 8-K dated March 16, 2022) | |
| 
10.3 | 
| 
Stock
Escrow Agreement, dated March 16, 2022, by and among the Company, its initial stockholders and Continental Stock Transfer & Trust
Company as escrow agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated March 16, 2022) | |
| 
10.4 | 
| 
Registration
Rights Agreement, dated March 16, 2022, among the Registrant and certain security holders of the Registrant (incorporated by reference
to Exhibit 10.4 to the Current Report on Form 8-K dated March 16, 2022) | |
| 
10.6 | 
| 
Administrative
Support Agreement, dated March 16, 2022, by and between the Registrant and Bannix Management (incorporated by reference to Exhibit
10.5 to the Current Report on Form 8-K dated March 16, 2022) | |
| 
10.7 | 
| 
Unit
Purchase Option, dated March 21, 2022 by and between the Registrant and Maxim Group LLC (incorporated by reference to Exhibit 10.7
to the Current Report on Form 8-K dated March 16, 2022) | |
| 
10.8 | 
| 
Joint
Agreement to Terminate Merger Agreement, dated September 30, 2022, by and among Roxe Holding Inc, Goldenstone Acquisition Limited
- Filed as exhibit 2.1 to Form 8-K on 10/5/2022 | |
| 
10.9 | 
| 
Merger
Agreement, dated June 21, 2022 by and among Roxe Holding Inc, Goldenstone Acquisition Limited, Goldenstone Merger Sub, Inc. and Amazon
Capital Inc. - Filed as exhibit 2.1 to Form 8-K on 6/27/2022 | |
| 
14 | 
| 
Code
of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange
Commission on June 21, 2021) | |
| 
31.1 | 
| 
Certification of Chief Executive and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 
32.1 | 
| 
Certification of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 
97.1 | 
| 
Clawback Policy Filed as Exhibit 97.1 to the Annual Report on Form 10-K for the fiscal year ended March 31, 2024 | |
| 
101.INS | 
| 
Inline XBRL Instance Document | |
| 
101.SCH | 
| 
Inline
XBRL Taxonomy Extension Schema Document | |
| 
101.CAL | 
| 
Inline
XBRL Taxonomy Extension Calculation Linkbase Document | |
| 
101.DEF | 
| 
Inline
XBRL Taxonomy Extension Definition Linkbase Document | |
| 
101.LAB | 
| 
Inline
XBRL Taxonomy Extension Label Linkbase Document | |
| 
101.PRE | 
| 
Inline
XBRL Taxonomy Extension Presentation Linkbase Document | |
| 
104 | 
| 
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
**Item
16. Form 10-K Summary**
None
38
**SIGNATURES**
Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
| 
| 
GOLDENSTONE ACQUISITION LIMITED | |
| 
| 
| 
| |
| 
Dated: June 16, 2025 | 
By: | 
/s/
Eddie Ni | |
| 
| 
Name: | 
Eddie Ni | |
| 
| 
Title: | 
Chief Executive Officer
and Chief Financial Officer | |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
| 
Signature | 
| 
Title | 
| 
Date | |
| 
| 
| 
| 
| 
| |
| 
/s/ Eddie
Ni | 
| 
Chairman, Chief Executive
Officer and Chief Financial Officer | 
| 
June 16, 2025 | |
| 
Eddie Ni | 
| 
(Principal Executive, Financial
and Accounting Officer) | 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Ray Chen | 
| 
Director | 
| 
June 16, 2025 | |
| 
Ray Chen | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Jonathan
McKeage | 
| 
| 
| 
| |
| 
Jonathan McKeage | 
| 
Director | 
| 
June 16, 2025 | |
| 
| 
| 
| 
| 
| |
| 
/s/ Pin Tai | 
| 
| 
| 
| |
| 
Pin Tai | 
| 
Director | 
| 
June 16, 2025 | |
| 
| 
| 
| 
| 
| |
| 
/s/ Nan Sun | 
| 
| 
| 
| |
| 
Nan Sun | 
| 
Director | 
| 
June 16, 2025 | |
39
****
**GOLDENSTONE
ACQUISITION LIMITED**
****
**INDEX
TO FINANCIAL STATEMENTS**
| 
| 
| 
Page | |
| 
| 
| 
| |
| 
Report of Independent
Registered Public Accounting Firm - Marcum Asia CPAs LLP (PCAOB ID: 5395) | 
| 
F-2 | |
| 
| 
| 
| |
| 
Consolidated Balance
Sheets as of March 31, 2025 and 2024 | 
| 
F-3 | |
| 
| 
| 
| |
| 
Consolidated Statements
of Operations for the Years Ended March 31, 2025 and 2024 | 
| 
F-4 | |
| 
| 
| 
| |
| 
Consolidated Statements
of Changes in Stockholders Deficit for the Years Ended March 31, 2025 and 2024 | 
| 
F-5 | |
| 
| 
| 
| |
| 
Consolidated Statements
of Cash Flows for the Years Ended March 31, 2025 and 2024 | 
| 
F-6 | |
| 
| 
| 
| |
| 
Notes to Consolidated
Financial Statements | 
| 
F-7 | |
F-1
*
**Report
of Independent Registered Public Accounting Firm**
To the Shareholders and Board of Directors of
Goldenstone Acquisition Limited
**Opinion on the Financial Statements**
****
We have audited
the accompanying consolidated balance sheets of Goldenstone Acquisition Limited (the Company)
as of March 31, 2025 and 2024, the related consolidated statements of operations, stockholders
deficit and cash flows for each of the two years in the period ended March 31, 2025, and the related
notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the
results of its operations and its cash flows for each of the two years in the period ended March 31, 2025,
in conformity with accounting principles generally accepted in the United States of America.
**Explanatory Paragraph Going Concern**
The accompanying
financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1,
the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on
or before June 21, 2025. There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it
needs to fund its business operations and complete any business combination prior to June 21, 2025, if at all. The Company also has no
approved plan in place to extend the business combination deadline beyond June 21, 2025 and lacks the capital resources needed to fund
operations and complete any business combination, even if the deadline to complete a business combination is extended to a later date.
These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
**Basis for Opinion**
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Marcum Asia CPAs LLP
Marcum Asia CPAs LLP
We have served as the Companys auditor since 2023.
****
New York, NY
June 16, 2025
Firm ID#: 5395
F-2
**GOLDENSTONE
ACQUISITION LIMITED**
**CONSOLIDATED
BALANCE SHEETS**
| 
| | 
March 31, | | | 
March 31, | | |
| 
| | 
2025 | | | 
2024 | | |
| 
ASSETS | | 
| | | 
| | |
| 
Current
assets: | | 
| | | 
| | |
| 
Cash | | 
$ | 14,692 | | | 
$ | 30,823 | | |
| 
Prepaid
expenses | | 
| 2,500 | | | 
| 60,750 | | |
| 
Prepaid
income taxes | | 
| 287,911 | | | 
| - | | |
| 
Prepaid
franchise taxes | | 
| 26,165 | | | 
| - | | |
| 
Total
current assets | | 
| 331,268 | | | 
| 91,573 | | |
| 
| | 
| | | | 
| | | |
| 
Dividend
receivable | | 
| 66,155 | | | 
| 243,073 | | |
| 
Investments held in Trust Account | | 
| 18,666,931 | | | 
| 55,495,253 | | |
| 
TOTAL
ASSETS | | 
$ | 19,064,354 | | | 
$ | 55,829,899 | | |
| 
| | 
| | | | 
| | | |
| 
LIABILITIES,
TEMPORARY EQUITY, AND STOCKHOLDERS DEFICIT | | 
| | | | 
| | | |
| 
Current
liabilities: | | 
| | | | 
| | | |
| 
Accrued
expenses | | 
$ | 884,628 | | | 
$ | 492,826 | | |
| 
Working
capital and extension loans - related party | | 
| 2,976,966 | | | 
| 1,791,000 | | |
| 
Due
to related parties | | 
| 25,000 | | | 
| 25,000 | | |
| 
Business
combination deposits | | 
| 200,000 | | | 
| 200,000 | | |
| 
Income
tax payable | | 
| - | | | 
| 358,882 | | |
| 
Franchise
tax payable | | 
| - | | | 
| 12,300 | | |
| 
Excise
tax payable | | 
| 462,021 | | | 
| 81,578 | | |
| 
Total
current liabilities | | 
| 4,548,615 | | | 
| 2,961,586 | | |
| 
| | 
| | | | 
| | | |
| 
Deferred
tax liability | | 
| 13,893 | | | 
| 51,045 | | |
| 
Deferred
underwriting discounts and commissions | | 
| 2,012,500 | | | 
| 2,012,500 | | |
| 
TOTAL
LIABILITIES | | 
| 6,575,008 | | | 
| 5,025,131 | | |
| 
| | 
| | | | 
| | | |
| 
Commitments
and contingencies | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
Common stock subject to possible redemption, 1,595,871 and 4,991,461 shares at redemption value of $11.91 and $11.10 per share as of March 31, 2025 and 2024, respectively | | 
| 19,007,601 | | | 
| 55,426,618 | | |
| 
| | 
| | | | 
| | | |
| 
Stockholders
deficit: | | 
| | | | 
| | | |
| 
Common stock, $0.0001 par value, 15,000,000 shares authorized, 1,846,250 shares issued and outstanding as of March 31, 2025 and 2024 | | 
| 185 | | | 
| 185 | | |
| 
Additional
paid-in capital | | 
| - | | | 
| - | | |
| 
Accumulated
deficit | | 
| (6,518,440 | ) | | 
| (4,622,035 | ) | |
| 
Total
stockholders deficit | | 
| (6,518,255 | ) | | 
| (4,621,850 | ) | |
| 
| | 
| | | | 
| | | |
| 
TOTAL
LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS DEFICIT | | 
$ | 19,064,354 | | | 
$ | 55,829,899 | | |
The
accompanying notes are an integral part of these consolidated financial statements.
F-3
**GOLDENSTONE
ACQUISITION LIMITED**
**CONSOLIDATED
STATEMENTS OF OPERATIONS**
****
| 
| | 
For the | | | 
For the | | |
| 
| | 
Year Ended | | | 
Year Ended | | |
| 
| | 
March
31,
2025 | | | 
March
31,
2024 | | |
| 
| | 
| | | 
| | |
| 
Formation
and operating costs | | 
$ | (971,217 | ) | | 
$ | (717,167 | ) | |
| 
Franchise
tax credit (expenses) | | 
| 37,275 | | | 
| (129,953 | ) | |
| 
Loss
from operations | | 
| (933,942 | ) | | 
| (847,120 | ) | |
| 
| | 
| | | | 
| | | |
| 
Other
income: | | 
| | | | 
| | | |
| 
Income
from business combination deposits forfeited by the former target company | | 
| - | | | 
| 125,000 | | |
| 
Interest
earned on investments held in Trust Account | | 
| 1,330,551 | | | 
| 2,934,879 | | |
| 
| | 
| | | | 
| | | |
| 
Income
before income taxes | | 
| 396,609 | | | 
| 2,212,759 | | |
| 
| | 
| | | | 
| | | |
| 
Income
taxes provision | | 
| (287,243 | ) | | 
| (616,192 | ) | |
| 
| | 
| | | | 
| | | |
| 
Net
income | | 
$ | 109,366 | | | 
$ | 1,596,567 | | |
| 
| | 
| | | | 
| | | |
| 
Basic
and diluted weighted average shares outstanding, common stock subject to possible redemption | | 
| 2,349,413 | | | 
| 5,379,021 | | |
| 
Basic
and diluted net income per share, common stock subject to possible redemption | | 
$ | 0.33 | | | 
$ | 0.41 | | |
| 
Basic
and diluted weighted average shares outstanding, common stock attributable to Goldenstone Acquisition Limited | | 
| 1,846,250 | | | 
| 1,846,250 | | |
| 
Basic
and diluted net loss per share, common stock attributable to Goldenstone Acquisition Limited | | 
$ | (0.36 | ) | | 
$ | (0.34 | ) | |
The
accompanying notes are an integral part of these consolidated financial statements.
F-4
**GOLDENSTONE
ACQUISITION LIMITED**
**CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT**
| 
| | 
| | | 
| | | 
Additional | | | 
| | | 
Total | | |
| 
| | 
Common
Stock | | | 
Paid-in | | | 
Accumulated | | | 
Stockholders | | |
| 
| | 
Shares | | | 
Amount | | | 
Capital | | | 
Deficit | | | 
Deficit | | |
| 
Balance
- March 31, 2023 | | 
| 1,846,250 | | | 
$ | 185 | | | 
$ | - | | | 
$ | (2,097,374 | ) | | 
$ | (2,097,189 | ) | |
| 
Accretion
of subsequent measurement of common stock subject to redemption value | | 
| - | | | 
| - | | | 
| - | | | 
| (4,039,650 | ) | | 
| (4,039,650 | ) | |
| 
Excise
tax payable attributable to redemption of common stock | | 
| - | | | 
| - | | | 
| - | | | 
| (81,578 | ) | | 
| (81,578 | ) | |
| 
Net
income | | 
| - | | | 
| - | | | 
| - | | | 
| 1,596,567 | | | 
| 1,596,567 | | |
| 
Balance
- March 31, 2024 | | 
| 1,846,250 | | | 
| 185 | | | 
| - | | | 
| (4,622,035 | ) | | 
| (4,621,850 | ) | |
| 
Accretion
of subsequent measurement of common stock subject to redemption value | | 
| - | | | 
| - | | | 
| - | | | 
| (1,625,328 | ) | | 
| (1,625,328 | ) | |
| 
Excise
tax payable attributable to redemption of common stock | | 
| | | | 
| | | | 
| | | | 
| (380,443 | ) | | 
| (380,443 | ) | |
| 
Net
income | | 
| - | | | 
| - | | | 
| - | | | 
| 109,366 | | | 
| 109,366 | | |
| 
Balance
- March 31, 2025 | | 
| 1,846,250 | | | 
$ | 185 | | | 
$ | - | | | 
$ | (6,518,440 | ) | | 
$ | (6,518,255 | ) | |
The
accompanying notes are an integral part of these consolidated financial statements.
F-5
****
**GOLDENSTONE
ACQUISITION LIMITED**
**CONSOLIDATED
STATEMENTS OF CASH FLOWS**
| 
| | 
For the | | | 
For the | | |
| 
| | 
Year Ended | | | 
Year Ended | | |
| 
| | 
March
31, 2025 | | | 
March
31, 2024 | | |
| 
| | 
| | | 
| | |
| 
Cash
Flows from Operating Activities: | | 
| | | 
| | |
| 
Net
income | | 
$ | 109,366 | | | 
$ | 1,596,567 | | |
| 
Adjustments
to reconcile net income to net cash used in operating activities: | | 
| | | | 
| | | |
| 
Income
from business combination deposits forfeited by the former target company | | 
| - | | | 
| (125,000 | ) | |
| 
Interest
earned on investments held in Trust Account | | 
| (1,330,551 | ) | | 
| (2,934,879 | ) | |
| 
Deferred
tax (benefit) provision | | 
| (37,152 | ) | | 
| 2,975 | | |
| 
Change
in operating assets and liabilities: | | 
| | | | 
| | | |
| 
Prepaid
expenses | | 
| 58,250 | | | 
| (8,250 | ) | |
| 
Prepaid
income taxes | | 
| (287,911 | ) | | 
| - | | |
| 
Prepaid
franchise taxes | | 
| (26,165 | ) | | 
| - | | |
| 
Accrued
expenses | | 
| 391,802 | | | 
| 287,945 | | |
| 
Income
tax payable | | 
| (358,882 | ) | | 
| 105,456 | | |
| 
Franchise
tax payable | | 
| (12,300 | ) | | 
| 300 | | |
| 
Net
Cash Used in Operating Activities | | 
| (1,493,543 | ) | | 
| (1,074,886 | ) | |
| 
| | 
| | | | 
| | | |
| 
Cash
Flows from Investing Activities: | | 
| | | | 
| | | |
| 
Cash
withdrawn from Trust Account for payment to redeeming stockholders | | 
| 38,044,345 | | | 
| 8,157,801 | | |
| 
Purchase
of investment held in Trust Account | | 
| (700,000 | ) | | 
| (1,275,000 | ) | |
| 
Withdrawal
of investment held in Trust Account to pay taxes | | 
| 991,446 | | | 
| 698,946 | | |
| 
Net
Cash Provided by Investing Activities | | 
| 38,335,791 | | | 
| 7,581,747 | | |
| 
| | 
| | | | 
| | | |
| 
Cash
Flows from Financing Activities: | | 
| | | | 
| | | |
| 
Redemption
of common stock | | 
| (38,044,345 | ) | | 
| (8,157,801 | ) | |
| 
Proceeds
from working capital and extension loans from related party | | 
| 1,415,966 | | | 
| 1,471,000 | | |
| 
Repayments
of working capital loans from related party | | 
| (230,000 | ) | | 
| - | | |
| 
Business
combination deposits | | 
| - | | | 
| 200,000 | | |
| 
Net
Cash Used in Financing Activities | | 
| (36,858,379 | ) | | 
| (6,486,801 | ) | |
| 
| | 
| | | | 
| | | |
| 
Net
Change in Cash | | 
| (16,131 | ) | | 
| 20,060 | | |
| 
| | 
| | | | 
| | | |
| 
Cash
at beginning of year | | 
| 30,823 | | | 
| 10,763 | | |
| 
| | 
| | | | 
| | | |
| 
Cash
at end of year | | 
$ | 14,692 | | | 
$ | 30,823 | | |
| 
| | 
| | | | 
| | | |
| 
Supplemental
Cash Flow Information | | 
| | | | 
| | | |
| 
Cash
paid for income taxes | | 
$ | 971,189 | | | 
$ | 506,854 | | |
| 
| | 
| | | | 
| | | |
| 
Supplemental
Disclosure of Non-cash Financing Activities | | 
| | | | 
| | | |
| 
Excise
tax payable attributable to redemption of common stock | | 
$ | 380,443 | | | 
$ | 81,578 | | |
| 
Accretion
of subsequent measurement of common stock subject to redemption value | | 
$ | 1,625,328 | | | 
$ | 4,039,650 | | |
The
accompanying notes are an integral part of these consolidated financial statements.
F-6
**GOLDENSTONE
ACQUISITION LIMITED**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**MARCH
31, 2025**
****
****
**NOTE
1 ORGANIZATION AND BUSINESS BACKGROUND**
Goldenstone
Acquisition Limited (the Company) is a Delaware corporation incorporated as a blank check company on September 9, 2020.
The Company was formed 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 (the Business Combination). The
Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.
On
June 2, 2022, Goldenstone Merger Sub, Inc. (Merger Sub 1) was incorporated in the state of Delaware as a corporation and
is wholly-owned by the Company. Merger Sub 1 was formed in connection with the execution of a business combination agreement that was
subsequently terminated. It has not conducted any activities and is inactive.
On
June 20, 2024, Pacifica Acquisition Corp (Merger Sub 2) was incorporated in the state of Delaware as a corporation and
is wholly-owned by the Company. Merger Sub 2 was formed in connection with the execution of the June 26, 2024 Business Combination Agreement
described below. It has not conducted any activities and is inactive.
The
Company has selected March 31 as its fiscal year end. As of March 31, 2025 and 2024, the Company had not commenced any operations. For
the period from September 9, 2020 (inception) to March 31, 2025, the Companys efforts have been limited to organizational activities
as well as activities related to the Initial Public Offering (as defined below) and to consummate a Business Combination. The Company
will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
On
March 21, 2022, the Company closed its initial public offering of 5,750,000 units, which includes the full exercise of the underwriters
over-allotment option. The units were sold at a price of $10.00 per unit, resulting in total gross proceeds of $57,500,000. Each unit
consists of one share of common stock, one redeemable warrant and one right to receive one-tenth (1/10) of one share of common stock.
Each redeemable warrant entitles the holder thereof to purchase one-half (1/2) of one share of common stock, and each ten (10) rights
entitle the holder thereof to receive one share of common stock at the closing of a Business Combination. The exercise price of the warrants
is $11.50 per full share.
Simultaneously
with the closing of the Initial Public Offering, the Company completed the private sale of 351,250 units (the Private Units)
to the Sponsor as defined below, Ray Chen, our former Chief Financial Officer, and Yongsheng Liu, our former Chief Operating Officer,
each through their respective affiliated entities. Each Private Unit consists of one share of common stock, one warrant (Private
Warrant) and one right (each, a Private Right). Each Private Warrant entitles the holder to purchase one-half of
one share of common stock at an exercise price of $11.50 per whole share. Each Private Right entitles the holder to receive one-tenth
of one share of common stock at the closing of a Business Combination. The Private Units were sold at a purchase price of $10.00 per
Private Unit, generating gross proceeds to the Company of $3,512,500. The Private Units are identical to the Public Units sold in the
Initial Public Offering, except that the holders of the Private Units have agreed not to transfer, assign or sell any of the Private
Units and the underlying securities (except to certain permitted transferees) until the completion of the Companys initial Business
Combination.
The
Company also issued 57,500 shares of Common Stock (the Representative Shares) to Maxim Group LLC and/or its designees (Maxim)
as part of representative compensation. The representative shares are identical to the Common Stock sold as part of the Public Units,
except that Maxim Group LLC has agreed not to transfer, assign or sell any such representative shares until the completion of the Companys
initial Business Combination. In addition, Maxim Group LLC has agreed (i) to waive its redemption rights with respect to such shares
in connection with the completion of the Companys initial Business Combination and (ii) to waive its rights to liquidating distributions
from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 12 months
(or up to 21 months if the Company extends the period of time to consummate a Business Combination) from the effective date of its registration
statement. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately
following the commencement of sales of the offering pursuant to Rule 5110(e)(1) of FINRAs Rules. Pursuant to FINRA Rule 5110(e)(1),
these securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180
days immediately following the commencement of sales of this offering except to any underwriter and selected dealer participating in
the offering and their officers or partners, registered persons or affiliates. The Company used a Black-Scholes option-pricing Model
that values the Representative Shares granted to Maxim Group LLC and/or its designees. The key inputs into the Binomial model were (i)
risk- free interest rate of 0.75%, (ii) volatility of 12.96%, (iii) expected life of 1 year, and (iv) 85% probability of business combination.
According to the Black-Scholes option-pricing model, the fair value of the 57,500 Representative Shares was approximately $441,025 or
$7.67 per share, and were recorded as offering costs during the three months ended March 31, 2022.
F-7
The
Company also sold to Maxim, for $100, a Unit Purchase Option (UPO) to purchase 270,250 Units exercisable at $11.00 per
Unit, for an aggregate exercise price of $2,972,750, commencing on the later of the first anniversary of the effective date of the registration
statement related to the Initial Public Offering and the consummation of a Business Combination. The UPO may be exercised for cash or
on a cashless basis, at the holders option, and expires five years from the effective date of the registration statement related
to the Initial Public Offering. The Units issuable upon exercise of the option are identical to those offered in the Initial Public Offering.
The Company accounted for the unit purchase option, inclusive of the receipt of the $100 cash payment and the fair value of $208,093,
or $7.67 per Unit, as a cost of the Initial Public Offering resulting in a charge directly to stockholders equity. The fair value
of the UPO granted to Maxim was estimated as of the date of grant using the following assumptions: (1) expected volatility of 12.96%,
(2) risk-free interest rate of 1.61%, (3) expected life of 5 years and (4) 85% probability of successful combination.
Transaction
costs amounted to $4,331,021, consisting of $1,150,000 of underwriting discounts and commissions, $2,012,500 of deferred underwriting
discounts and commissions, $519,403 of other offering costs, $441,025 fair value of the 57,500 representative shares and $208,093 fair
value of the UPO, and were considered as part of the transaction costs and were recognized during the three months ended March 31, 2022.
Following
the closing of the Initial Public Offering and the issuance and the sale of Private Units on March 21, 2022, $58,362,500 ($10.15 per
Public Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the sale of Private Units was placed
in a Trust Account (the Trust Account) maintained by Continental Stock Transfer & Trust Company, LLC as a trustee and
invested in U.S. government treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the
applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in United States government
treasuries, so that we are not deemed to be an investment company under the Investment Company Act. The proceeds held in the Trust Account
will not be released until the earlier of: (1) the completion of the Companys initial Business Combination within the required
time period and (2) its redemption of 100% of the outstanding public shares if the Company has not completed a Business Combination in
the required time period. Therefore, unless and until the Companys initial Business Combination is consummated, the proceeds held
in the Trust Account will not be available for the Companys use for any expenses related to the Initial Public Offering or expenses
which the Company may incur related to the investigation and selection of a target business and the negotiation of an agreement in connection
with its initial Business Combination.
The
Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the shareholders
meeting on extension of the time to complete the Business Combination or upon the completion of an initial Business Combination at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to
the consummation of its initial Business Combination, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to certain limitations. The
amount in the Trust Account was anticipated to be $10.15 per public share. The per-share amount the Company will distribute to investors
who properly redeem their shares will not be reduced by deferred underwriting commissions the Company will pay to the underwriters (as
discussed in Note 6). The common stock subject to redemption was initially being recorded at a redemption value and classified as temporary
equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (ASC) Topic
480 Distinguishing Liabilities from Equity.
For
the years ended March 31, 2025 and 2024, the Company withdrew $991,446 and $698,946 to pay for income taxes and franchise taxes, respectively.
As of March 31, 2025, the Company over withdrew $19,067 of its federal income tax payment from the Trust Account. The Company will deduct
this balance from the next estimated income tax payment withdrawal from the Trust Account.
The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor
of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a stockholder vote for business
or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant
to the tender offer rules of the Securities and Exchange Commission (SEC), and file tender offer documents containing substantially
the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
The
Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a
Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their Public Shares for a pro
rata portion of the amount then on deposit in the Trust Account (initially $10.15 per share), plus any pro rata interest earned on the
funds held in the Trust Account.
F-8
The
Companys initial stockholders (the initial stockholders) have agreed (a) to vote the founders shares and the common
stock (Insider Shares) underlying the Private Units (the Private Shares) and any Public Shares purchased
during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose, or vote in favor of, an amendment
to the Companys amended and restated certificate of incorporation that would stop the public stockholders from converting or selling
their shares to the Company in connection with a Business Combination or affect the substance or timing of the Companys obligation
to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period unless the
Company provides dissenting public stockholders with the opportunity to convert their Public Shares into the right to receive cash from
the Trust Account in connection with any such vote; (c) not to convert any Insider Shares and Private Units (including underlying securities)
(as well as any Public Shares purchased during or after the Initial Public Offering) into the right to receive cash from the Trust Account
in connection with a stockholder vote to approve a Business Combination (or sell any shares in a tender offer in connection with a Business
Combination) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders
rights of pre-Business Combination activity and (d) that the Insider Shares and Private Units (including underlying securities) shall
not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial stockholders
will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the
Initial Public Offering if the Company fails to complete its Business Combination.
The
Company initially had until 12 months from the closing of the Initial Public Offering (until March 21, 2023) and further provided that
the Company could extend the Business Combination Period for up to 9 additional months in three-month increments provided that the Company
deposited into trust $575,000 for each three-month extension. On September 21, 2023, the Charter and the Trust Agreement were amended
to extend the date by which the Company has to consummate a business combination up to nine (9) times, each such extension for an additional
one (1) month period, from September 21, 2023 to June 21, 2024, provided that the Company deposited into the trust the sum of $100,000
for each one month extension. On June 18, 2024, the Charter and the Trust Agreement were further amended to extend the date by which
Company has to consummate a business combination to June 21, 2025 provided that the Company deposits a sum of $50,000 for each one month
extended (for a total of up to 39 months to complete a Business Combination) (the Combination Period).
If
the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of
the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned (net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses), divided by the number
of then outstanding Public Shares, which redemption will completely extinguish public stockholders 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 the approval of the remaining stockholders and the Companys board of directors, liquidate
and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. There will be no redemption rights or liquidating distributions with respect to the Companys public warrants,
public rights, or private rights. The warrants and rights will expire worthless if the Company fails to complete its initial Business
Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission
held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such
event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public
Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution
will be less than $10.15.
Goldenstone
Holding, LLC, the Companys sponsor (Sponsor), has agreed that it will be liable to the Company if and to the extent
any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company
has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per public share
or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions
in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a
third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Companys
indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the Securities Act). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third
party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce
the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers, prospective target businesses or other entities with which the Company does business (except for the Companys
Independent Registered Public Accountants), execute agreements with the Company waiving any right, title, interest or claim of any kind
in or to monies held in the Trust Account.
****
F-9
****
**Business
Combination Agreement**
On
January 12, 2024, the Company entered into a nonbinding LOI for a potential business combination with Infintium Fuel Cell Systems, Inc.,
a Delaware corporation (Infintium) and Infintium made a non-refundable earnest money deposit of $200,000 (Earnest
Money) to proceed with the Company for the potential business combination. Such deposit is intended to cover the business combination
expenses of the Company for which Infintium is responsible. If the potential business combination fails to occur and the LOI or the LOI
or any subsequent definitive agreements are terminated by either party due to reasons not attributable to Infintium, the Company will
be required to return the Earnest Money to Infintium.
On
June 26, 2024, the Company entered into a Business Combination Agreement (the Agreement) with Infintium, Pacifica Acquisition
Corp., a Delaware corporation (Merger Sub 2) and wholly-owned subsidiary of the Registrant, and Yan (Chris) Feng, solely
in his capacity as representative, agent and attorney-in-fact of Infintium Securityholders (the Securityholder Representative,
and, together with Infintium, the Company, Merger Sub, the Parties), pursuant to which Merger Sub 2 will merge with and
into Infintium (the Merger), with Infintium surviving the Merger as a wholly-owned subsidiary of the Company. In connection
with the Merger, the Company will change its name to Infintium Fuel Cell Systems Holdings, Inc. The board of directors
of the Company 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. The Company filed its initial Form S-4 Registrant Statement on January 30, 2025
and filed two amendments to the Form S-4 on April 24, 2025 and May 14, 2025, however, there is no assurance that the Registration Statement
will be declared effective or that the Business Combination will be completed.
**Extension
of the Deadline to Complete an Initial Business Combination**
Pursuant
to the terms of our Amended and Restated Certificate of Incorporation and the Investment Management Trust Agreement between the Company
and Continental Stock Transfer & Trust Company, LLC (Continental), the Company may elect to extend the time available
to consummate its initial business combination, provided that its sponsor or its affiliates or designees must, upon ten days advance
notice prior to the applicable deadline, deposit $575,000 into the Trust Account ($0.10 per share) on or prior to the date of the applicable
deadline, for each three month extension (or up to an aggregate of $1,725,000, or $0.30 per share if we extend for the full nine months)
ten days advance notice prior to the applicable deadline.
On
March 14, 2023, the Company announced that it had extended the period of time by which it may complete an initial business combination
by an additional three months (the Extension). In accordance with its amended and restated certificate of incorporation,
a deposit of $575,000 was made into the Trust Account established at the time of the Companys initial public offering for the
benefit of the public stockholders. Pursuant to the Extension, the new deadline for completion of an initial business combination was
extended to June 21, 2023.
On
June 20, 2023, the Company announced that it had extended the period of time by which it may complete an initial business combination
by an additional three months (the Second Extension). In accordance with its amended and restated certificate of incorporation,
on June 14, 2023, a deposit of $575,000 was made into to the Trust Account established at the time of the Companys initial public
offering for the benefit of the public stockholders. Pursuant to the Second Extension, the new deadline for completion of an initial
business combination was September 21, 2023.
On
September 21, 2023, the Companys stockholders approved the amendment to the Companys 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 Third
Extension), 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). The Companys
stockholders also 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 Companys initial
public offering (the Trust Account) the sum of $100,000 for each one month extended. In addition, the Companys 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). As a result, from September
2023 through May 2024, a total of nine deposits of $100,000 was made into to the Trust Account established at the time of the Companys
initial public offering for the benefit of the public stockholders. Pursuant to the Third Extension, the new deadline for completion
of an initial business combination was extended to June 21, 2024, the ninth additional month of the Third Extension.
****
F-10
****
In
connection with the votes to approve the Companys Amended and Restated Certificate of Incorporation,758,539shares
of Common Stock of the Company were tendered for redemption for an aggregate payment of approximately $8.2 million in October 2023.
On
June 18, 2024, the Companys stockholders approved the amendment to the Companys Amended and Restated Certificate of Incorporation,
as previously amended on September21, 2023, to extend the date by which the Company has to consummate a business combination up
to twelve (12)times (the Fourth Extension), each such extension for an additional one (1)month period, from
June21, 2024 to June21, 2025. In connection with the stockholders vote at the Annual Meeting,3,395,590shares
of common stockwere tendered for redemption. As a result, $38,044,345(approximately $11.20 per share) has been removed from
the Companys Trust Account to pay such holders, without taking into account additional allocation of payments to cover any tax
obligation of the Company, such as United States income taxes and franchise taxes, but not including any excise tax, since that date.
On June 18, 2024, the Company filed a second amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary
of State (the Charter Amendment), to extend the date to consummate a business combination until June 21, 2025, as approved
by the Companys stockholders at the Annual Meeting. Pursuant to the Fourth Extension, through the date of this filing, the Company
has deposited a total of twelve payments of $50,000 in the Trust Account, to initially extend the date by which the Company can complete
an initial business combination by twelve months to June 21, 2025.
**Liquidity
and Going Concern**
As
of March 31, 2025, the Company had $14,692 in cash held outside its Trust Account available for the Companys payment of expenses
related to working capital purposes subsequent to the Initial Public Offering and working deficit of $4,217,347.
In
connection with the Companys assessment of going concern considerations in accordance with Financial Accounting Standard Boards
Accounting Standards Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern, management has determined
that these conditions raise substantial doubt about the Companys ability to continue as a going concern. The managements
plan in addressing this uncertainty is through the Working Capital Loans, as defined below (see Note 6). In addition, if the Company
is unable to complete a Business Combination within the Combination Period by June 21, 2025, if not further extended, the Companys
board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance
that the Companys plans to consummate a Business Combination will be successful within the Combination Period. As a result, management
has determined that such conditions raise substantial doubt about the Companys ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
**Inflation
Reduction Act of 2022**
On
August 16, 2022, the Inflation Reduction Act of 2022 (the IR Act) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S.
domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1,
2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount
of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes
of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against
the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The
U.S. Department of the Treasury (the Treasury) has been given authority to provide regulations and other guidance to carry
out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in
connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the
Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number
of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension
or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any PIPE or other equity issuances
in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same
taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because
the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax
have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and
in the Companys ability to complete a Business Combination.
At
this time, it has been determined that the IR Act tax provisions have an impact to the Companys years ended March 31, 2025
and 2024 excise tax expense as there were redemptions by the public stockholders in June 2024 and October 2023; as a result, the
Company recorded $462,021and $81,578 excise tax liability as of March 31, 2025 and 2024, respectively, with corresponding
charge to accumulated deficit. The Company will continue to monitor for updates to the Companys business along with guidance
issued with respect to the IR Act to determine whether any adjustments are needed to the Companys charge to accumulated
deficit in future periods. The excise tax return for the year ended March 31, 2024 in the amount of $81,578 are required to be filed
by October 31, 2024. The excise tax return for the year end ending March 31, 2025 in the amount of $380,443 are required to be filed
by July 31, 2025. As of the date of this filing, the Company has not filed its March 31, 2025 and 2024 excise tax return and
estimated that the interest and penalties will be immaterial to the Companys consolidated financial statements.
****
F-11
****
**NOTE
2 SIGNIFICANT ACCOUNTING POLICIES**
****
**Basis
of Presentation**
The
accompanying consolidated financial statement are presented in conformity with accounting principles generally accepted in the United
States of America (U.S. GAAP) and pursuant to the rules and regulations of the SEC.
**Principles
of Consolidation**
The
consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances
are eliminated in consolidation.
A
subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power
to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast
a majority of votes at the meeting of directors.
****
**Emerging
Growth Company Status**
The
Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved.
Further,
Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Companys financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
****
**Use
of Estimates**
In
preparing these consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, Actual results may differ from
these estimates.
**Cash**
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of March 31, 2025 and 2024.
****
**Dividend
receivable**
****
Dividend
receivable represents Trust earnings from the last month of the reporting period that are not added to the balance of the Trust Account
until the next month.
****
F-12
****
**Investments
Held in Trust Account**
As
of March 31, 2025 and 2024, $18,666,931 and $55,495,253, respectively, of the assets held in the Trust Account were held in money market
funds, which are invested in U.S. Treasury securities.
The
Company classifies its U.S. Treasury and equivalent securities as trading securities in accordance with ASC Topic 320 Investments
Debt Securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period.
Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account
in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using
available market information.
****
**Rights**
****
The
Company accounts for rights as either equity-classified or liability-classified instruments based on an assessment of the rights
specific terms and applicable authoritative guidance in Financial Accounting Standards Board (FASB) ASC 480 Distinguishing
Liabilities from Equity (ASC 480) and ASC 815, Derivatives and Hedging (ASC 815). The assessment considers
whether the rights are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant
to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights
are indexed to the Companys own common stock and whether the rights holders could potentially require net cash settlement
in a circumstance outside of the Companys control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of rights issuance and as of each subsequent quarterly period end date while
the rights are outstanding. The Company accounted for the rights as equity instruments in accordance with ASC 480 and ASC 815-40.
**Warrants**
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants
specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants
meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Companys
own common stock and whether the warrant holders could potentially require net cash settlement in a circumstance outside
of the Companys control, among other conditions for equity classification. This assessment, which requires the use of professional
judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
The Company accounted for the 5,750,000 warrants issued with the IPO as equity instruments in accordance with ASC 480 and ASC 815.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants
are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
****
**Common
Stock Subject to Possible Redemption**
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject
to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock
(including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Companys control) is classified as temporary equity. At all other times,
common stock is classified as stockholders equity. The Companys common stock features certain redemption rights that are
considered to be outside of the Companys control and subject to occurrence of uncertain future events. Accordingly, common stock
subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders equity section
of the Companys balance sheet.
The
Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in
capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a Business
Combination.
F-13
As
discussed in Note 1, in connection with the votes to approve the Companys Amended and Restated Certificate of Incorporation,3,395,590shares
and 758,539 of Common Stock of the Company were tendered for redemption resulting in $38,030,691and $8,157,801 paid from the Trust
Account to redeeming stockholders in June 2024 and October 2023, respectively. In June 2024, the Company distributed additional $13,653
from the Trust Account in connection with the 758,539 shares of Common Stock of the Company that were tendered for redemption in October
2023. As a result of the redemptions, as of March 31, 2025 and 2024, the Company has1,595,871and 4,991,461 shares, respectively,
of common stock subject to possible redemption at the redemption amount that were presented at redemption value as temporary equity,
outside of the stockholders (deficit) equity section of the Companys balance sheet that are subject to redemption. See
Note 4 for further details.
****
**Concentration
of Credit Risk**
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
****
**Fair
Value of Financial Instruments**
ASC
Topic 820 Fair Value Measurement defines fair value, the methods used to measure fair value and the expanded disclosures
about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent
with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value
hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are
further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset
or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Companys assumptions
about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available
in the circumstances.
The
fair value hierarchy is categorized into three levels based on the inputs as follows:
| 
| 
| 
Level
1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability
to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are
readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | |
| 
| 
| 
Level 2 - Valuations based
on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for
identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived
principally from or corroborated by market through correlation or other means. | |
| 
| 
| 
Level 3 - Valuations based
on inputs that are unobservable and significant to the overall fair value measurement. | |
The
fair value of the Companys assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value
Measurements approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term
nature.
****
**Income
Taxes**
The
Company accounts for income taxes under ASC 740 Income Taxes (ASC 740). ASC 740 requires the recognition of deferred tax
assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities
and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation
allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition.
F-14
The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of March 31, 2025 and 2024. The Company is currently not aware of any
issues under review that could result in significant payments, accruals or material deviation from its position.
The
Company has identified the United States as its only major tax jurisdiction.
The
Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential
examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance
with federal and state tax laws. The Companys management does not expect that the total amount of unrecognized tax benefits will
materially change over the next twelve months. Federal tax returns filed in fiscal years ended March 31, 2023 through 2025 remain subject
to examination by any applicable tax authorities.
****
**Net
Income (Loss) per Share**
The
Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income
(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss)
allocable to both the redeemable Common Stock and non-redeemable Common Stock and the undistributed income (loss) is calculated using
the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the
weighted average number of shares outstanding between the redeemable and non-redeemable Common Stock. Any remeasurement of the accretion
to redemption value of the Common Stock subject to possible redemption was considered to be dividends paid to the public stockholders.
For the years ended March 31, 2025 and 2024, the Company has not considered the effect of a) the Public and Private Warrants sold in
the Initial Public Offering to purchase an aggregate of 6,101,250 shares, b) the Public and Private Rights that will automatically convert
into an aggregate of 610,125 shares upon consummation of its initial Business Combination, c) the Unit Purchase Option (UPO)
to purchase up to270,250Units, which include option to purchase 270,250 shares, option to purchase an aggregate of 270,250
shares from the exercise of warrants, and 27,025 shares automatically converted from the 270,250 rights upon consummation of its initial
Business Combination, and d) up to 232,500 Private Units upon optional conversion of the Working Capital and Extension Loans, in the
calculation of diluted net income (loss) per share, since the exercise of the Public and Private Warrants, the effect of the Public and
Private Rights, the exercise of the UPO, and the conversion of the Working Capital and Extension Loans are contingent upon the occurrence
of future events and the inclusion of these financial securities would be anti-dilutive. The Company did not have any other dilutive
securities and other contracts that could, potentially, be exercised or converted into Common Stock and then share in the earnings of
the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the periods presented.
The net income
(loss) per share presented in the statement of operations is based on the following:
****
| 
| | 
For
the Year Ended March31, 2025 | | | 
For
the Year Ended March31, 2024 | | |
| 
Net
income | | 
$ | 109,366 | | | 
$ | 1,596,567 | | |
| 
Accretion
of redeemable common stock to redemption value | | 
| (1,625,328 | ) | | 
| (4,039,650 | ) | |
| 
Net
loss including accretion of redeemable common stock to redemption value | | 
$ | (1,515,962 | ) | | 
$ | (2,443,083 | ) | |
F-15
| 
| | 
For
the Year Ended | | | 
For
the Year Ended | | |
| 
| | 
March
31, 2025 | | | 
March
31, 2024 | | |
| 
| | 
Redeemable | | | 
Non-
Redeemable | | | 
Redeemable | | | 
Non-
Redeemable | | |
| 
| | 
Common
Stock | | | 
Common
Stock | | | 
Common
Stock | | | 
Common
Stock | | |
| 
Basic
and diluted net loss per share: | | 
| | | 
| | | 
| | | 
| | |
| 
Numerators: | | 
| | | 
| | | 
| | | 
| | |
| 
Allocation
of net loss | | 
$ | (848,882 | ) | | 
| (667,080 | ) | | 
$ | (1,818,810 | ) | | 
$ | (624,273 | ) | |
| 
Accretion
of initial and subsequent measurement of common stock subject to redemption value | | 
| 1,625,328 | | | 
| - | | | 
| 4,039,650 | | | 
| - | | |
| 
Allocation
of net income (loss) | | 
$ | 776,446 | | | 
| (667,080 | ) | | 
$ | 2,220,840 | | | 
$ | (624,273 | ) | |
| 
Denominators: | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Weighted-average
shares outstanding | | 
| 2,349,413 | | | 
| 1,846,250 | | | 
| 5,379,021 | | | 
| 1,846,250 | | |
| 
Basic
and diluted net income (loss) per share | | 
$ | 0.33 | | | 
| (0.36 | ) | | 
$ | 0.41 | | | 
$ | (0.34 | ) | |
**Related
parties**
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.
**Recent
Accounting Pronouncements**
In
November 2023, the FASB issued ASU No.2023-07, Segment Reporting* (Topic 280) (ASU 2023-07 or
Topic 280). The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information
on an annual and interim basis for all public entities to enable investors to develop more decision useful financial analyses. Topic
280 requires a public entity to report a measure of segment profit or loss that the chief operating decision maker (CODM) uses to assess
segment performance and make decisions about allocating resources. Topic 280 also requires other specified segment items and amounts,
such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU 2023-07
also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative
thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for years beginning after December 15, 2023
and interim periods within fiscal years beginning after December 15, 2024, adopted retrospectively. The Company adopted ASU 2023-07 for
the year ended March 31, 2025 (See Note 10 Segment information).
In
December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures (ASU2023-09), which modifies the rules on income tax disclosures to require entities to
disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax
expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations
(separated by federal, state and foreign).ASU2023-09also requires entities to disclose their income tax payments
to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods
beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made
available for issuance.ASU2023-09should be applied on a prospective basis, but retrospective application is
permitted. The Company is currently evaluating the potential impact of adopting this new guidance on the Companys
consolidated financial statements and related disclosures.
Management
does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material
effect on the Companys consolidated financial statements.
F-16
**NOTE 3
CASH AND INVESTMENTS HELD IN TRUST ACCOUNT**
As
of March 31, 2025 and 2024, assets held in the Trust Account were comprised of $18,666,931 and $55,495,253, respectively, in cash and
money market funds which are invested in U.S. Treasury Securities.
The
following table presents information about the Companys assets that are measured at fair value on a recurring basis at March 31,
2025 and 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| 
Description | | 
Level | | 
March31,
2025 | | | 
March
31, 2024 | | |
| 
Assets: | | 
| | 
| | | | 
| | | |
| 
Trust
Account - U.S. Treasury Securities Money Market Fund | | 
1 | | 
$ | 18,666,931 | | | 
$ | 55,495,253 | | |
**NOTE
4 INITIAL PUBLIC OFFERING**
On
March 21, 2022, the Company closed its Initial Public Offering of 5,750,000 units, which includes the full exercise of the underwriters
over-allotment option. The units were sold at a price of $10.00 per unit, resulting in total gross proceeds of $57,500,000. Each unit
consists of one share of common stock, one redeemable warrant and one right to receive one-tenth (1/10) of one share of common stock.
Each redeemable warrant entitles the holder thereof to purchase one-half (1/2) of one share of common stock, and each ten (10) rights
entitle the holder thereof to receive one share of common stock at the closing of a Business Combination. The exercise price of the warrants
is $11.50 per full share. The warrants will become exercisable on the later of 30 days after the completion of the Companys initial
Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of
the Companys initial Business Combination or earlier upon redemption or liquidation.
All
of the 5,750,000 public shares sold as part of the Public Units in the Initial Public Offering contain a redemption feature which allows
for the redemption of such public shares if there is a stockholder vote or tender offer in connection with the Business Combination and
in connection with certain amendments to the Companys amended and restated certificate of incorporation, or in connection with
the Companys liquidation. In accordance with the Securities and Exchange Commission (the SEC) and its staffs
guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control
of the Company require Common Stock subject to redemption to be classified outside of permanent equity.
The
Companys redeemable Common Stock is subject to SEC and its staffs guidance on redeemable equity instruments, which has
been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either
accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the
instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption
value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting
period. The Company has elected to recognize the changes over the period from the date of issuance to the earliest redemption date of
the instrument of twelve months. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings,
or in absence of retained earnings, additional paid-in capital). Interest earned on investment held in Trust Account, net of applicable
taxes, and the extension payments made by the Company are subject to subsequent accretion of carrying value to redemption value.
As
of March 31, 2025 and 2024, the common stock subject to possible redemption reflected on the balance sheet is reconciled in the following
table:
| 
Common
stock subject to possible redemption, March 31, 2023 | | 
$ | 59,544,769 | | |
| 
Redemption
of common stock | | 
| (8,157,801 | ) | |
| 
Plus: | | 
| | | |
| 
Subsequent
accretion of carrying value to redemption value | | 
| 4,039,650 | | |
| 
Common
stock subject to possible redemption, March 31, 2024 | | 
| 55,426,618 | | |
| 
Redemption
of common stock | | 
| (38,044,345 | ) | |
| 
Plus: | | 
| | | |
| 
Subsequent
accretion of carrying value to redemption value | | 
| 1,625,328 | | |
| 
Common
stock subject to possible redemption, March 31, 2025 | | 
$ | 19,007,601 | | |
F-17
**NOTE
5 PRIVATE PLACEMENT**
Simultaneously
with the closing of the Initial Public Offering, the Company completed the private sale of 351,250 units (the Private Units)
to the Sponsor, Ray Chen, our former Chief Financial Officer, and Yongsheng Liu, our former Chief Operating Officer, each through their
respective affiliated entities. Each Private Unit consists of one share of common stock, one warrant (Private Warrant)
and one right (each, a Private Right). Each Private Warrant entitles the holder to purchase one-half of one share of common
stock at an exercise price of $11.50 per whole share. Each Private Right entitles the holder to receive one-tenth of one share of common
stock at the closing of a Business Combination. The Private Units were sold at a purchase price of $10.00 per Private Unit, generating
gross proceeds to the Company of $3,512,500. The Private Units are identical to the Public Units sold in the Initial Public Offering,
except that the holders of the Private Units have agreed not to transfer, assign or sell any of the Private Units and the underlying
securities (except to certain permitted transferees) until the completion of the Companys initial Business Combination.
****
**NOTE
6 RELATED PARTY TRANSACTIONS**
****
**Insider
Shares**
On
March 23, 2021, the Company issued 1,437,500 shares of the Companys common stock (the Insider Shares), for an aggregate
purchase price of $25,874, or approximately $0.018 per share.
As
of March 31, 2025 and 2024, there were 1,437,500 Insider Shares issued and outstanding.
The
initial stockholders have agreed not to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees)
until the earlier of 180 days after the completion of our initial business combination or the date on which we complete a liquidation,
merger, stock exchange or other similar transactions after our initial business combination that results in all of our public stockholders
having the right to exchange their shares of common stock for cash, securities or other property.
**Working
Capital and Extension Loans**
In
addition, in order to finance transaction costs in connection with searching for a target business or consummating an intended initial
business combination, the initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan us funds
as may be required. In the event that the initial business combination does not close, the Company may use a portion of the working capital
held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment.
Such loans would be evidenced by promissory notes. The notes would either be paid upon consummation of its initial business combination,
without interest, or, at the lenders discretion, up to $600,000 of the notes may be converted upon consummation of the Companys
business combination into private units at a price of $10.00 per unit. The Company concluded the embedded conversion feature within the
working capital and extension loans is not required to be bifurcated and accounted for as a liability in its entirely with the working
capital and extension loans.
The
Company had until 12 months from the closing of the Initial Public Offering to consummate an initial Business Combination. However, if
the Company anticipates that it may not be able to consummate its initial Business Combination within 12 months, the Company may extend
the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of up to 21
months to complete a Business Combination). Pursuant to the terms of the Companys amended and restated certificate of incorporation
and the trust agreement to be entered into between the Company and the trustee, in order to extend the time available for the Company
to consummate its initial Business Combination, its sponsor or its affiliates or designees, upon ten days advance notice prior to the
applicable deadline, must deposit into the Trust Account $575,000 ($0.10 per share) on or prior to the date of the applicable deadline,
for each three month extension (or up to an aggregate of $1,725,000, or $0.30 per share if the Company extends for the full nine months).
On September 21, 2023, the Companys stockholders approved the amendment to the Companys 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, each such extension
for an additional one month period, from September 21, 2023 to June 21, 2024, and must deposit into the Trust Account in the sum of $100,000
for each one month extended. On June 18, 2024, the Companys stockholders approved a second amendment to the Companys Amended
and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination up to twelve
(12) times, each such extension for an additional one month period, from June 21, 2024 to June 21, 2025, and must deposit into the Trust
Account in the sum of $50,000 for each one month extended. Any such payments would be made in the form of a loan. Any such loans will
be non-interest bearing and payable upon the consummation of its initial Business Combination. If the Company completes its initial Business
Combination, the Company would either repay such loaned amounts out of the proceeds of the Trust Account released to the Company, or
up to $1,725,000 of such loans may be convertible into private units at a price of $10.00 per unit at the option of the lender.
F-18
As
of March 31, 2025 and 2024, the Company had $2,976,966 and $1,791,000, respectively, of borrowings under the working capital and extension
loans.
****
**Administrative
Services Agreement and Service Fees**
The
Company is obligated, commencing from the closing of the Initial Public Offering and for 12 months, to pay the sponsors affiliate
and officers of the Company, a monthly fee of $25,000 for general and administrative services including office space, utilities, secretarial
support and officers services to the Company. The Administrative Services Agreement and the service fees to be paid to the officers
will terminate upon completion of the Companys Business Combination or the liquidation of the Trust Account to public stockholders.
Such administrative services agreement and services fees was ended on March 31, 2023. As both of March 31, 2025 and 2024, the balance
due to the officers of the Company for general and administrative services amounted to $25,000.
**Representative
Shares**
The
Company issued 57,500 shares of Common Stock (the Representative Shares) to Maxim as part of representative compensation.
The Representative Shares are identical to the Common Stock sold as part of the Public Units, except that Maxim Group LLC has agreed
not to transfer, assign or sell any such representative shares until the completion of the Companys initial Business Combination.
In addition, Maxim Group LLC has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion
of the Companys initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account
with respect to such shares if the Company fails to complete its initial Business Combination within 12 months (or up to 21 months if
the Company extends the period of time to consummate a Business Combination) from the effective date of its registration statement. The
shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the
commencement of sales of the offering pursuant to Rule 5110(e)(1) of FINRAs Rules. The lock-up period has expired.
********
**NOTE
7 COMMITMENTS & CONTINGENCIES**
****
**Risks
and Uncertainties**
As
a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related
economic sanctions, and conflict between Isreal and Hamas, the Companys ability to consummate a Business Combination, or the operations
of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected.
In addition, the Companys ability to consummate a transaction may be dependent on the ability to raise equity and debt financing
which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party
financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world
economy and the specific impact on the Companys financial position, results of operations and/or ability to consummate a Business
Combination are not yet determinable. The consolidated financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
****
**Registration
Rights**
The
holders of the Insider Shares issued and outstanding on the date of this filing, as well as the holders of the Private Units (and all
underlying securities) and any securities our initial stockholders, officers, directors or their affiliates may be issued in payment
of working capital loans made to the Company, will be entitled to registration rights pursuant to an agreement prior to or on the date
of Initial Public Offering. The holders of the majority of the Insider Shares can elect to exercise these registration rights at any
time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a
majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital Loans (or underlying securities)
or loans to extend our life can elect to exercise these registration rights at any time after the Company consummates a Business Combination.
In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent
to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such
registration statements.
****
**Underwriters
Agreement**
The
underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or $2,012,500 until the
closing of the Business Combination. The deferred fee can be paid in cash, stock or a combination of both (at the underwriters
discretion). Any stock issued as a part of the deferred fee will be issued to the underwriters at the value per share in the Companys
Trust Account, subject to any additional increases in the amount in trust per the Companys trust extensions. Stock to be issued
to the underwriters will have unlimited piggyback registration rights and the same rights afforded other holders of the Companys
common stock.
The
underwriters have agreed to waive their rights to the deferred underwriting commission of 3.5% of the gross proceeds of the Initial Public
Offering, or $2,012,500, held in the Trust Account in the event the Company does not complete a Business Combination within the Combination
Period.
****
F-19
****
**Unit
Purchase Option**
The
Company also sold to Maxim for $100 a Unit Purchase Option (UPO) to purchase 270,250 Units exercisable at $11.00 per Unit,
an aggregate exercise price of $2,972,750, commencing on the later of the first anniversary the effective date of the registration statement
related to the Initial Public Offering and the consummation of a Business Combination. The unit purchase option may be exercised for
cash or on a cashless basis, at the holders option, and expires five years from the effective date of the registration statement
related to the Initial Public Offering. The Units issuable upon exercise of the option are identical to those offered in the Initial
Public Offering. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment and the fair value
of $208,093, or $7.67 per Unit, as a cost of the Initial Public Offering resulting in a charge directly to stockholders equity.
The fair value of the UPO granted to Maxim was estimated as of the date of grant using the following assumptions: (1) expected volatility
of 12.96%, (2) risk-free interest rate of 1.61%, (3) expected life of five years and (4) 85% probability of successful combination.
The
option and such units purchased pursuant to the option, as well as the common stock underlying such units, the rights included in such
units, the shares of common stock that are issuable for the rights included in such units, the warrants included in such units, and the
shares underlying such warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA
Rule 5110(e)(1). Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including
the foregoing 180-day period) following the date of Initial Public Offering except to any underwriter and selected dealer participating
in the Initial Public Offering and their bona fide officers or partners. The option grants to holders demand and piggy back
rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration
under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees
and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves.
The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the
event of a stock dividend, or the Companys recapitalization, reorganization, merger or consolidation. However, the option will
not be adjusted for issuances of common stock at a price below its exercise price.
**NOTE 8
STOCKHOLDERS DEFICIT**
****
**Common
Stock**
The
Company is authorized to issue up to 15,000,000 shares of common stock, par value $0.0001 per share. As of March 31, 2025 and 2024, there
were 1,846,250 shares of common stock issued and outstanding, respectively.
****
**Rights**
As
of March 31, 2025 and 2024, there were5,750,000Public Rights and351,250Private Rights outstanding. Except
in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive
one-tenth (1/10) of one share of common stock upon consummation of its initial Business Combination. In the event the Company will not
be the surviving company upon completion of its initial Business Combination, each holder of a right will be required to affirmatively
convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the Business
Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be
rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware law. As a
result, the holder must hold rights in multiples of 10 in order to receive shares for all of their rights upon closing of a Business
Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company redeems
the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and
the rights will expire worthless. The Company accounted for the 5,750,000 rights issued with the IPO as equity instruments in accordance
with ASC 480 and ASC 815. The Company accounted for the rights as an expense of the IPO resulting in a charge directly to stockholders
equity. The Company estimates that the fair value of the rights is approximately $4.4 million, or $0.76 per Unit, using the Black-Scholes
Option Pricing Model. The fair value of the rights is estimated as of the date of grant using the following assumptions: (1) expected
volatility of 12.96%, (2) risk-free interest rate of 0.75%, (3) expected life of 1 year, (4) exercise price of $0.00 and (5) stock price
of $9.03.
****
F-20
****
**Warrants**
As
of March 31, 2025 and 2024, there were5,750,000Public Warrants and351,250Private Warrants outstanding.
Each redeemable warrant entitles the holder thereof to purchase one-half (1/2) of one share of common stock at a price of $11.50 per
full share, subject to adjustment as described in this prospectus. The warrants will become exercisable on the later of the completion
of an initial Business Combination and 12 months from the closing of the Initial Public Offering. However, no public warrants will be
exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the common stock
issuable upon exercise of the warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration
statement covering the issuance of the common stock issuable upon exercise of the public warrants is not effective within 90 days from
the closing of the Companys initial Business Combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless
basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available,
holders will not be able to exercise their warrants on a cashless basis. The warrants will expire five years from the closing of the
Companys initial Business Combination at 5:00 p.m., New York City time or earlier redemption.
In
addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection
with the closing of the Companys initial Business Combination at an issue price or effective issue price of less than $9.20 per
share (with such issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of
the Companys initial Business Combination, and (z) the volume weighted average trading price of the Companys common stock
during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination
(such price, the Market Price) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the Market Price, and the $16.50 per share redemption trigger price described below will be adjusted (to
the nearest cent) to be equal to 165% of the Market Price.
The
Company may redeem the outstanding warrants:
| 
| 
| 
in whole and not in part; | |
| | | at a price of $0.01 per warrant; | |
| | | upon a minimum of 30 days prior written notice of redemption, which the Company refers to as the 30-day redemption period; and | |
| | | if, and only if, the last reported sale price of the Companys common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |
If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a cashless basis, as described in the warrant agreement. In such event, each holder would pay
the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing
(x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price
of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value
shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to
the date on which the notice of redemption is sent to the holders of warrants.
Except
as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a
holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants is current and
the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder
of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and
to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants.
However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating
to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not
be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants
is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the
warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value,
the market for the warrants may be limited and the warrants may expire worthless.
The
private warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Initial
Public Offering except that the private warrants will be entitled to registration rights. The private warrants (including the common
stock issuable upon exercise of the private warrants) will not be transferable, assignable or salable until 30 days after the completion
of our initial business combination except to permitted transferees.
The
Company accounted for the warrant as a cost of the IPO resulting in a charge directly to stockholders equity. The Company estimates
that the fair value of the warrants is approximately $1.2 million, or $0.21 per Warrant, using the Black-Scholes Option Pricing Model.
The fair value of the warrants is estimated as of the date of grant using the following assumptions: (1) expected volatility of 12.96%,
(2) risk-free interest rate of 1.16%, (3) expected life of 5 years, (4) exercise price of $11.50 and (5) stock price of $9.03.
F-21
**NOTE 9
INCOME TAXES**
The
Companys taxable income primarily consists of interest earned on investment held in Trust Account.
The
income tax provision (benefit) consists of the following:
| 
| | 
For
the | | | 
For
the | | |
| 
| | 
Year
Ended | | | 
Year
Ended | | |
| 
| | 
March
31, 2025 | | | 
March
31, 2024 | | |
| 
Current | | 
| | | 
| | |
| 
Federal | | 
$ | 324,395 | | | 
$ | 613,217 | | |
| 
State | | 
| | | | 
| | | |
| 
Deferred | | 
| | | | 
| | | |
| 
Federal | | 
| (37,152 | ) | | 
| 2,975 | | |
| 
State | | 
| | | | 
| | | |
| 
Income
tax provision | | 
$ | 287,243 | | | 
$ | 616,192 | | |
A
reconciliation of the statutory federal income tax rate to the Companys effective tax rate is as follows:
| 
| | 
For
the Year
Ended | | | 
For
the Year
Ended | | |
| 
| | 
March
31, 2025 | | | 
March
31, 2024 | | |
| 
U.S.
statutory rate | | 
| 21.0 | % | | 
| 21.0 | % | |
| 
Change
in valuation allowance | | 
| 51.4 | % | | 
| 6.8 | % | |
| 
Effective
tax rate | | 
| 72.4 | % | | 
$ | 27.8 | % | |
The
Companys net deferred tax assets (liabilities) were as follows as of:
| 
| | 
March31,
2025 | | | 
March31,
2024 | | |
| 
Deferredtaxassets: | | 
| | | 
| | |
| 
Start-up/organization
costs | | 
$ | 575,740 | | | 
$ | 371,785 | | |
| 
Deferred
tax liability: | | 
| | | | 
| | | |
| 
Accrued
dividend income | | 
| (13,892 | ) | | 
| (51,045 | ) | |
| 
Total
deferred tax assets | | 
| 561,848 | | | 
| 320,740 | | |
| 
Valuation
allowance | | 
| (575,740 | ) | | 
| (371,785 | ) | |
| 
Deferred
tax liability, net | | 
$ | (13,892 | ) | | 
$ | (51,045 | ) | |
As
of March 31, 2025 and 2024, the Company had $2,741,621 and $1,770,404 of U.S. federal and state gross deferred tax assets on start-up/organization
costs carryovers available to offset future taxable income over the period of 180 months upon the consummation of the Business Combination.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making
this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with
respect to future realization of the deferred tax assets and has therefore established a full valuation allowance of $575,740 and $371,785
as of March 31, 2025 and 2024, respectively. The valuation allowance increased by $203,955 from March 31, 2024 to March 31, 2025.
As
of March 31, 2025 and 2024, the Company prepaid income taxes of $287,911 and $0, respectively. The Company withdrew the prepaid income
taxes balance from the Trust Account as the Company was required to pay estimated federal income taxes payments for the year ending March
31, 2025 based on the actual year ending March 31, 2024 federal income taxes payments. The Company is expected to refund the prepaid
income taxes balance when it will file the federal income tax return in July 2025.
F-22
**NOTE
10 SEGEMNT INFORMATION**
ASC
Topic 280, Segment Reporting, establishes standards for companies to report in their financial statement information about
operating segments, products, services, geographic areas, and major customers.Operating segments are defined as components of an
enterprise for which separate financial information is available that is regularly evaluated by the Companys chief operating decision
maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures for the year ended March 31, 2025, in the accompanying consolidated
financial statements using the retrospective method of adoption.
The
Companys chief operating decision maker has been identified as the Chief Executive Officer (CODM), who reviews the
operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly,
management has determined that the Company only has one operating and reportable segment.
When
evaluating the Companys performance and making key decisions regarding resource allocation the CODM reviews several key metrics,
which include the following:
| 
| | 
For
the Year Ended March31, 2025 | | | 
For
the Year Ended
March
31, 2024 | | |
| 
Professional
service fee in connection with the Business Combination | | 
$ | (343,250 | ) | | 
$ | (15,000 | ) | |
| 
Other formation and
operating costs | | 
| (627,967 | ) | | 
| (702,167 | ) | |
| 
Franchise tax credit
(expenses) | | 
| 37,275 | | | 
| (129,953 | ) | |
| 
Income from business
combination deposits forfeited by the former target company | | 
| - | | | 
| 125,000 | | |
| 
Interest earned on
investment held in Trust Account | | 
| 1,330,551 | | | 
| 2,934,879 | | |
| 
Income
taxes provision | | 
| (287,243 | ) | | 
| (616,192 | ) | |
| 
Net
income | | 
$ | 109,366 | | | 
$ | 1,596,567 | | |
The
key measures of segment profit or loss reviewed by the Companys CODM are interest earned on investment in Trust Account and formation
and operating expenses. The CODM reviews interest earned on investment in Trust Account to measure and monitor stockholder value and
determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.
Within formation and operating costs, the CODM specifically reviews professional service fees in connection with the business combination,
which are a significant segment expense, and include legal fees, and advisory fees, as these represent significant costs affecting the
Companys consummation of the Business Combination. Other formation and operating costs, including accounting expenses, printing
expenses, and regulatory filing fees, are reviewed in aggregate to ensure alignment with budget and contractual obligations. These expenses
are monitored to manage and forecast cash available to complete a business combination within the required period.
****
F-23
****
**NOTE
11 SUBSEQUENT EVENTS**
The
Company evaluated subsequent events and transactions that occurred after the balance sheet datethrough June 16, 2025 when these
consolidated financial statements were issued. Based on this review, except as disclosed below, the Company did not identify any other
subsequent events that would require adjustment or disclosure in the consolidated financial statements.
In
April 2025, the Company issued an unsecured promissory note in the principal amount of $50,000to the Sponsor. The proceeds of the
promissory note were deposited into the Companys Trust Account for the public stockholders, which enables the Company to extend
the period of time it has to consummate its initial Business Combination from April 21, 2025 to May 21, 2025.
In
May 2025, the Company issued an unsecured promissory note in the principal amount of $50,000to the Sponsor. The proceeds of the
promissory note were deposited into the Companys Trust Account for the public stockholders, which enables the Company to extend
the period of time it has to consummate its initial Business Combination from May 21, 2025 to June 21, 2025.
F-24