UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2023
OR
☐
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 Charter) |
Delaware | | 001-41328 | | 85-3373323 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
37-02 Prince Street; 2nd Floor, Flushing, NY | | 11354 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (330) 352-7788 |
4360 E. New York Street, Aurora, IL 60504 |
(Former name or former address, if changed since last report) |
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | | GDST | | The Nasdaq Stock Market LLC |
Redeemable Warrants, each exercisable for one-half of one share of Common Stock at an exercise price of $11.50 per whole share | | GDSTW | | The Nasdaq Stock Market LLC |
Rights, entitling the holder to receive one-tenth of one share of Common Stock upon consummation of a business combination | | GDSTR | | The Nasdaq Stock Market LLC |
Units, each consisting of one share of Common Stock, one redeemable warrant and one right | | GDSTU | | The Nasdaq Stock Market LLC |
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As
of November 14, 2023, 7,596,250 shares of Common Stock were issued and outstanding.
TABLE
OF CONTENTS
CAUTIONARY
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Some
statements contained in this Quarterly Report on Form 10-Q (the “Form 10-Q”) are forward-looking in nature. Our forward-looking
statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions
or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-Q may include, for example, statements
about:
|
● |
our ability to complete
our initial business combination; |
|
● |
our success in retaining
or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
|
● |
our officers and directors
allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial
business combination, as a result of which they would then receive expense reimbursements; |
|
● |
our potential ability to
obtain additional financing to complete our initial business combination; |
|
● |
our pool of prospective
target businesses; |
|
● |
the ability of our officers
and directors to generate a number of potential acquisition opportunities; |
|
● |
our public securities’
potential liquidity and trading; |
|
● |
the lack of a market for
our securities; |
|
● |
the use of proceeds not
held in the trust account or available to us from interest income on the trust account balance; or |
|
● |
our financial performance
following our offering. |
The
forward-looking statements contained in this Form 10-Q 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.
PART
I - FINANCIAL INFORMATION
ITEM
1.Unaudited Condensed Financial Statements
GOLDENSTONE
ACQUISITION LIMITED
CONDENSED BALANCE SHEETS
(Unaudited)
| |
September 30, | | |
March 31, | |
| |
2023 | | |
2023 | |
ASSETS | |
| | |
| |
Current assets: | |
| | |
| |
Cash | |
$ | 9,529 | | |
$ | 10,763 | |
Dividend receivable | |
| - | | |
| 228,904 | |
Prepaid expenses | |
| 20,000 | | |
| 52,500 | |
Total current assets | |
| 29,529 | | |
| 292,167 | |
| |
| | | |
| | |
Cash and Investments held in Trust Account | |
| 61,793,424 | | |
| 60,156,291 | |
TOTAL ASSETS | |
$ | 61,822,953 | | |
$ | 60,448,458 | |
| |
| | | |
| | |
LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accrued expenses | |
$ | 491,010 | | |
$ | 204,882 | |
Working capital and extension loans - related party | |
| 1,080,000 | | |
| 320,000 | |
Due to related parties | |
| 135,000 | | |
| 25,000 | |
Business combination deposits | |
| 125,000 | | |
| 125,000 | |
Income tax payable | |
| 176,545 | | |
| 253,426 | |
Franchise tax payable | |
| 13,204 | | |
| 12,000 | |
Total current liabilities | |
| 2,020,759 | | |
| 940,308 | |
| |
| | | |
| | |
Deferred tax liability | |
| - | | |
| 48,070 | |
Deferred underwriting discounts and commissions | |
| 2,012,500 | | |
| 2,012,500 | |
TOTAL LIABILITIES | |
| 4,033,259 | | |
| 3,000,878 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Common stock subject to possible redemption, 5,750,000 shares at redemption value of $10.74 and $10.46 per share as of September 30, 2023 and March 31, 2023, respectively | |
| 61,754,763 | | |
| 59,544,769 | |
| |
| | | |
| | |
Stockholders’ deficit: | |
| | | |
| | |
Common stock, $0.0001 par value, 15,000,000 shares authorized, 1,846,250 shares issued and outstanding as of September 30, 2023 and March 31, 2023 | |
| 185 | | |
| 185 | |
Additional paid-in capital | |
| - | | |
| - | |
Accumulated deficit | |
| (3,965,254 | ) | |
| (2,097,374 | ) |
Total stockholders’ deficit | |
| (3,965,069 | ) | |
| (2,097,189 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS’ DEFICIT | |
$ | 61,822,953 | | |
$ | 60,448,458 | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
GOLDENSTONE
ACQUISITION LIMITED
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| |
For the | | |
For the | | |
For the | | |
For the | |
| |
Three Months
Ended | | |
Three Months
Ended | | |
Six Months
Ended | | |
Six Months
Ended | |
| |
September 30,
2023 | | |
September 30,
2022 | | |
September 30,
2023 | | |
September 30,
2022 | |
| |
| | |
| | |
| | |
| |
Formation and operating costs | |
$ | (355,758 | ) | |
$ | (221,304 | ) | |
$ | (617,880 | ) | |
$ | (548,090 | ) |
Franchise tax expenses | |
| (12,500 | ) | |
| (11,700 | ) | |
| (24,900 | ) | |
| (13,700 | ) |
Loss from operations | |
| (368,258 | ) | |
| (233,004 | ) | |
| (642,780 | ) | |
| (561,790 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income: | |
| | | |
| | | |
| | | |
| | |
Interest earned on investment held in Trust Account | |
| 529,824 | | |
| 153,472 | | |
| 1,240,083 | | |
| 234,929 | |
| |
| | | |
| | | |
| | | |
| | |
Income (loss) before income taxes | |
| 161,566 | | |
| (79,532 | ) | |
| 597,303 | | |
| (326,861 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income taxes provision | |
| (108,639 | ) | |
| - | | |
| (255,189 | ) | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Net income (loss) | |
$ | 52,927 | | |
$ | (79,532 | ) | |
$ | 342,114 | | |
$ | (326,861 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | |
| 5,750,000 | | |
| 5,750,000 | | |
| 5,750,000 | | |
| 5,750,000 | |
Basic and diluted net income per share, common stock subject to possible redemption | |
$ | 0.03 | | |
$ | 0.11 | | |
$ | 0.14 | | |
$ | 0.18 | |
Basic and diluted weighted average shares outstanding, common stock attributable to Goldenstone Acquisition Limited | |
| 1,846,250 | | |
| 1,846,250 | | |
| 1,846,250 | | |
| 1,846,250 | |
Basic and diluted net loss per share, common stock attributable to Goldenstone Acquisition Limited | |
$ | (0.06 | ) | |
$ | (0.37 | ) | |
$ | (0.25 | ) | |
$ | (0.72 | ) |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
GOLDENSTONE
ACQUISITION LIMITED
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
(Unaudited)
| |
For the Six Months Ended September 30, 2023 | |
| |
| | |
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 | |
| - | | |
| - | | |
| - | | |
| (1,701,309 | ) | |
| (1,701,309 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| 289,187 | | |
| 289,187 | |
Balance - June 30, 2023 | |
| 1,846,250 | | |
| 185 | | |
| - | | |
| (3,509,496 | ) | |
| (3,509,311 | ) |
Accretion of subsequent measurement of common stock subject to redemption value | |
| - | | |
| - | | |
| - | | |
| (508,685 | ) | |
| (508,685 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| 52,927 | | |
| 52,927 | |
Balance - September 30, 2023 | |
| 1,846,250 | | |
$ | 185 | | |
$ | - | | |
$ | (3,965,254 | ) | |
$ | (3,965,069 | ) |
| |
For the Six Months Ended September 30, 2022 | |
| |
| | |
Additional | | |
| | |
Total | |
| |
Common Stock | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity | |
Balance - March 31, 2022 | |
| 1,846,250 | | |
$ | 185 | | |
$ | 9,087,305 | | |
$ | (54,502 | ) | |
$ | 9,032,988 | |
Accretion of initial measurement of common stock subject to redemption value | |
| - | | |
| - | | |
| (2,407,570 | ) | |
| - | | |
| (2,407,570 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| (247,329 | ) | |
| (247,329 | ) |
Balance - June 30, 2022 | |
| 1,846,250 | | |
| 185 | | |
| 6,679,735 | | |
| (301,831 | ) | |
| 6,378,089 | |
Accretion of initial measurement of common stock subject to redemption value | |
| - | | |
| - | | |
| (2,556,121 | ) | |
| - | | |
| (2,556,121 | ) |
Accretion of subsequent measurement of common stock subject to redemption value | |
| - | | |
| - | | |
| (211,182 | ) | |
| - | | |
| (211,182 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| (79,532 | ) | |
| (79,532 | ) |
Balance - September 30, 2022 | |
| 1,846,250 | | |
$ | 185 | | |
$ | 3,912,432 | | |
$ | (381,363 | ) | |
$ | 3,531,254 | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
GOLDENSTONE
ACQUISITION LIMITED
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
For the
Six Months
Ended
September 30,
2023 | | |
For the
Six Months
Ended
September 30,
2022 | |
| |
| | |
| |
Cash Flows from Operating Activities: | |
| | |
| |
Net income (loss) | |
$ | 342,114 | | |
$ | (326,861 | ) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
| | | |
| | |
Interest earned on investment held in Trust Account | |
| (1,240,083 | ) | |
| (234,929 | ) |
Deferred tax expense | |
| (48,070 | ) | |
| - | |
Change in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| 32,500 | | |
| (76,292 | ) |
Accrued expenses | |
| 286,128 | | |
| 48,328 | |
Due to related parties | |
| 110,000 | | |
| - | |
Income tax payable | |
| (76,881 | ) | |
| - | |
Franchise tax payable | |
| 1,204 | | |
| 13,700 | |
Net Cash Used in Operating Activities | |
| (593,088 | ) | |
| (576,054 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Purchase of investment held in Trust Account | |
| (675,000 | ) | |
| - | |
Withdrawal of investment held in Trust Account | |
| 506,854 | | |
| - | |
Net Cash Used in Investing Activities | |
| (168,146 | ) | |
| - | |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds from working capital and extension loans from related party | |
| 760,000 | | |
| - | |
Net Cash Provided by Financing Activities | |
| 760,000 | | |
| - | |
| |
| | | |
| | |
Net Change in Cash | |
| (1,234 | ) | |
| (576,054 | ) |
| |
| | | |
| | |
Cash at beginning of period | |
| 10,763 | | |
| 959,964 | |
| |
| | | |
| | |
Cash at end of period | |
$ | 9,529 | | |
$ | 383,910 | |
| |
| | | |
| | |
Supplemental Cash Flow Information | |
| | | |
| | |
Cash paid for income taxes | |
$ | 380,140 | | |
$ | - | |
Cash paid for interest | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Supplemental Disclosure of Non-cash Financing Activities | |
| | | |
| | |
Accretion of initial measurement of common stock subject to redemption value | |
$ | - | | |
$ | 4,963,691 | |
Accretion of subsequent measurement of common stock subject to redemption value | |
$ | 2,209,994 | | |
$ | 211,182 | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
GOLDENSTONE
ACQUISITION LIMITED
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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.
The Company has selected March 31 as its fiscal
year end. As of September 30, 2023 and March 31, 2023, the Company had not commenced any operations. For the period from September 9,
2020 (inception) to September 30, 2023, the Company’s 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, Ray Chen, our 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 Company’s 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 Company’s
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 Company’s 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 FINRA’s 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.
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 holder’s 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 an expense 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 considered as part of the transaction costs.
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 the proceeds 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 Company’s 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 Company’s initial Business Combination is consummated,
the proceeds held in the trust account will not be available for the Company’s 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 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 is initially 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 is 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.”
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 shareholder 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.
The
Company’s 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 Company’s 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 Company’s 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 will have until 12 months from the closing of the Initial Public Offering. However, if the Company anticipates that it may not
be able to consummate a Business Combination within 12 months, 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) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination,
the initial stockholders or their affiliates or designees must 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).
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 Company’s 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 Company’s 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 12-month time period (or up to 21 months from the closing of Initial Public Offering if the Company extends the
period of time to consummate a Business Combination by the full amount of time). The underwriters have 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. 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 Company’s 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 Company’s
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, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Termination
of the Merger Agreement
On
June 21, 2022, the Company entered into a Merger Agreement (the “Agreement”) by and among Roxe Holding Inc., a Delaware corporation
(the “Target”), the Company, Goldenstone Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and wholly-owned
subsidiary of the Company, and Amazon Capital Inc., solely in its capacity as representative, agent and attorney-in-fact of the Target
Securityholders (the “Securityholder Representative”), pursuant to which Merger Sub will merge with and into the Target (the
“Merger”) with the Target as the surviving corporation of the merger and becoming a wholly-owned subsidiary of the Company.
In connection with the Merger, the Company will change its name to “Roxe Holding Group Inc.” The Board of Directors of the
Company (the “Board”) has unanimously (i) approved and declared advisable the Agreement, the Merger and the other transactions
contemplated thereby and (ii) resolved to recommend approval of the Agreement and related matters by the stockholders of the Company.
Effective September 30, 2022, the Company and the Target entered into a Joint Agreement to Terminate Merger Agreement (the “Termination
Agreement”). The termination was by mutual agreement of the Company and the Target pursuant to Section 10.1(c) of the Agreement
and no termination fee or other payment is due to either party from the other as a result of the termination.
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.
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 Company’s 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 Company’s 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 is September 21, 2023.
On
September 21, 2023, the Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate
of Incorporation to extend the date by which the Company has to consummate a business combination up to nine (9) times (the
“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 Company’s 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 Company’s initial public offering (the “Trust Account”) the sum of $100,000 for each one month
extended. In addition, the Company’s stockholders approved an amendment (the “NTA Amendment”) to Article Sixth,
Paragraph D of the Charter to modify the net tangible asset requirement (the “NTA Requirement”) to state that the
Company will not consummate any business combination unless it (i) has net tangible assets of at least $5,000,001 upon consummation
of such business combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of
1933, as amended (the “Securities Act”). 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 Company’s initial public offering for the benefit of the public stockholders and
on October 20, 2023, another deposit of $100,000 was made into to
the trust account established at the time of the Company’s 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 is November 21, 2023, the second
additional months of the Third Extension.
Liquidity
and Going Concern
As of September 30, 2023, the Company had $9,529
in cash held outside its Trust Account available for the Company’s payment of expenses related to working capital purposes subsequent
to the Initial Public Offering and working deficit of $1,991,230.
In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined
that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The management’s
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 November 21, 2023, the Company’s board of directors would
proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s
plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that
such condition raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed financial
statements does 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 Company’s ability to complete a Business Combination.
NOTE
2 — SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed financial statement is 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, and include all normal and recurring
adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results.
Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information
included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K
for the year ended March 31, 2023, filed with the Securities and Exchange Commission on July 14, 2023.
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 Company’s 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 this unaudited condensed financial statement 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
statement 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 September 30, 2023 and March 31, 2023.
Investments
held in Trust Account
As
of September 30, 2023 and March 31, 2023, $61,793,424 and $60,156,291, 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 held-to-maturity in accordance with ASC Topic 320 “Investments
— Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent
to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted
for the amortization or accretion of premiums or discounts.
Warrants
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
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 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 Company’s own common stock and whether the warrant holders could potentially require “net cash settlement”
in a circumstance outside of the Company’s 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.
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 (See Note
8).
Common
Stock Subject to Possible Redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’
equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s
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 Company’s 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. As of September 30, 2023 and March 31, 2023, the Company has fully recognized the accretion of initial measurement of common
stock subject to redemption value of $10,350,911.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
and money market funds held in the Trust Account. The Company has not experienced losses on this account and management believes the
Company is not exposed to significant risks on such account. As of September 30, 2023 and March 31, 2023, approximately $61.8 million
and $60.2 million, respectively, was over the Federal Deposit Insurance Corporation (FDIC) limit.
Fair
Value of Financial Instruments
ASC
Topic 820 “Fair Value Measurements and Disclosures” 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 Company’s
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 Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurements and Disclosures,” 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 enterprise’s 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.
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 September 30, 2023 and March 31, 2023. 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 Company’s 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, 2021 through 2023 are 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 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 three
and nine months ended September 30, 2023 and 2022, the Company has not considered the effect of the Warrants sold in the Initial Public
Offering to purchase an aggregate of 5,750,000 shares in the calculation of diluted net income (loss) per share, since the exercise of
the Warrants is contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive and 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 period presented.
The
net income (loss) per share presented in the statement of operations is based on the following:
| |
For the Three Months Ended | | |
For the Three Months Ended | |
| |
September 30, 2023 | | |
September 30, 2022 | |
| |
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 | |
$ | (344,987 | ) | |
$ | (110,771 | ) | |
$ | (2,154,919 | ) | |
$ | (691,916 | ) |
Accretion of initial and subsequent
measurement of common stock subject to redemption value | |
| 508,685 | | |
| - | | |
| 2,767,303 | | |
| - | |
Allocation of net income (loss) | |
$ | 163,698 | | |
$ | (110,771 | ) | |
$ | 612,384 | | |
$ | (691,916 | ) |
Denominators: | |
| | | |
| | | |
| | | |
| | |
Weighted-average shares outstanding | |
| 5,750,000 | | |
| 1,846,250 | | |
| 5,750,000 | | |
| 1,846,250 | |
Basic and diluted net income (loss) per share | |
$ | 0.03 | | |
$ | (0.06 | ) | |
$ | 0.11 | | |
$ | (0.37 | ) |
| |
For the Six Months Ended | | |
For the Six Months Ended | |
| |
September 30, 2023 | | |
September 30, 2022 | |
| |
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 | |
$ | (1,413,896 | ) | |
$ | (453,984 | ) | |
$ | (4,164,551 | ) | |
$ | (1,337,183 | ) |
Accretion of initial and subsequent
measurement of common stock subject to redemption value | |
| 2,209,994 | | |
| - | | |
| 5,174,873 | | |
| - | |
Allocation of net income (loss) | |
$ | 796,098 | | |
$ | (453,984 | ) | |
$ | 1,010,322 | | |
$ | (1,337,183 | ) |
Denominators: | |
| | | |
| | | |
| | | |
| | |
Weighted-average shares outstanding | |
| 5,750,000 | | |
| 1,846,250 | | |
| 5,750,000 | | |
| 1,846,250 | |
Basic and diluted net income (loss) per share | |
$ | 0.14 | | |
$ | (0.25 | ) | |
$ | 0.18 | | |
$ | (0.72 | ) |
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
August 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other
equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between
simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler
analysis of embedded equity features) and a potentially adverse impact to diluted earnings per share by requiring the use of the if-converted
method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example,
the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible
preferred stock. Also, certain specific requirements to achieve equity classification and/or qualify for the derivative scope exception
for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid
mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for smaller reporting companies) for
fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies.
Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either
be adopted on a modified retrospective or a full retrospective basis. The adoption of ASU 2020-06 on April 1, 2022 did not have a material
effect on the Company’s unaudited condensed financial statements.
Management
does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material
effect on the Company’s unaudited condensed financial statements.
NOTE
3 — CASH AND INVESTMENTS HELD IN TRUST ACCOUNT
As
of September 30, 2023 and March 31, 2023, assets held in the Trust Account were comprised of $61,793,424 and $60,156,291, respectively,
in cash and money market funds which are invested in U.S. Treasury Securities.
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September
30, 2023 and March 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair
value:
Description | |
Level | |
September 30, 2023 | | |
March 31, 2023 | |
Assets: | |
| |
| | | |
| | |
Trust Account - Cash | |
1 | |
$ | - | | |
$ | 575,000 | |
Trust Account - U.S. Treasury Securities Money Market Fund | |
1 | |
$ | 61,793,424 | | |
$ | 59,581,291 | |
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 Company’s initial
Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of
the Company’s 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 Company’s amended and restated certificate of incorporation, or in connection with
the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s
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
Company’s redeemable Common Stock is subject to SEC and its staff’s 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).
As
of September 30, 2023 and March 31, 2023, the common stock reflected on the balance sheet is reconciled in the following table.
| |
As of
September 30, 2023 | | |
As of
March 31, 2023 | |
Gross proceeds | |
$ | 57,500,000 | | |
$ | 57,500,000 | |
Less: | |
| | | |
| | |
Proceeds allocated to public warrants | |
| (5,577,500 | ) | |
| (5,577,500 | ) |
Offering costs of public shares | |
| (3,910,911 | ) | |
| (3,910,911 | ) |
Plus: | |
| | | |
| | |
Accretion of carrying value to redemption value | |
| 13,743,174 | | |
| 11,533,180 | |
Common stock subject to possible redemption | |
$ | 61,754,763 | | |
$ | 59,544,769 | |
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 Chief Financial Officer, and Yongsheng Liu, our 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 Company’s initial Business Combination.
NOTE
6 — RELATED PARTY TRANSACTIONS
Insider
Shares
On
March 23, 2021, the Company issued 1,437,500 shares of the Company’s common stock (the “Insider Shares”), for an aggregate
purchase price of $25,874, or approximately $0.018 per share.
As
of September 30, 2023 and March 31, 2023, 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 lender’s discretion,
up to $600,000 of the notes may be converted upon consummation of the Company’s business combination into private units at a price
of $10.00 per unit.
The Company will have 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 Company’s 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 Company’s stockholders
approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company
has to consummate a business combination up to nine (9) times, 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. 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.
As
of September 30, 2023 and March 31, 2023, the Company had $1,080,000 and $320,000, 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 sponsor’s affiliate
and officers of the Company, a monthly fee of $15,000 (from June 2023 and onward after the resignation of the Company’s Chief Operating
Office on May 30, 2023) or a monthly fee of $25,000 (prior to June 2023) 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 Company’s Business Combination or the liquidation of the trust
account to public stockholders. For the three months ended September 30, 2023 and 2022, the Company has recognized $45,000 and $75,000,
respectively, of administrative service fee, which is included in formation and operating costs on the statement of operations. For the
six months ended September 30, 2023 and 2022, the Company has recognized $110,000 and $150,000, respectively, of administrative service
fee, which is included in formation and operating costs on the statement of operations.
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 Company’s 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 Company’s 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 FINRA’s Rules.
NOTE
7 — COMMITMENTS & CONTINGENCIES
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target
company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited
condensed 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 prospectus, 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 to be signed prior to
or on the effective date of this 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 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 underwriter’s
discretion). Any stock issued as a part of the deferred fee will be issued to the underwriters at the value per share in the Company’s
Trust Account, subject to any additional increases in the amount in trust per the Company’s trust extensions. Stock to be issued
to the underwriters will have unlimited piggyback registration rights and the same rights afforded other holders of the Company’s
common stock.
The
underwriters have agreed to waive its 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.
Unit
Purchase Option
The
Company also sold to Maxim, $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 holder’s 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 an expense 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
Company sold Maxim for $100, an UPO to purchase up to 270,250 Units exercisable at $11.00 per Unit (or 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 holder’s
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 an expense 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 Company’s 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) EQUITY
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 September 30, 2023 and March
31, 2023, there were 1,846,250 shares of common stock issued and outstanding, respectively.
Rights
As
of September 30, 2023 and March 31, 2023, there were 5,750,000 Public Rights and 351,250 Private 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, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s
Own Equity”. 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.
Warrants
As
of September 30, 2023 and March 31, 2023, there were 5,750,000 Public Warrants and 351,250 Private 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 Company’s 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
Company’s 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 Company’s 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 Company’s initial Business Combination, and (z) the volume weighted average trading price of the Company’s 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 Value.
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 Company’s 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 have 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 5,750,000 warrants issued with the IPO as equity instruments in accordance with ASC 480, “Distinguishing
Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”. The Company
accounted for the warrant as an expense 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.
NOTE
9 — INCOME TAXES
The
Company’s taxable income primarily consists of dividend earned on investments held in the Trust Account.
The
income tax provision (benefit) consists of the following:
| |
For the | | |
For the | | |
For the | | |
For the | |
| |
Three Months
Ended | | |
Three Months
Ended | | |
Six Months
Ended | | |
Six Months
Ended | |
| |
September 30,
2023 | | |
September 30,
2022 | | |
September 30,
2023 | | |
September 30,
2022 | |
Current | |
| | |
| | |
| | |
| |
Federal | |
$ | 160,892 | | |
$ | — | | |
$ | 303,258 | | |
$ | — | |
State | |
| — | | |
| — | | |
| — | | |
| — | |
Deferred | |
| | | |
| | | |
| | | |
| | |
Federal | |
| (52,253 | ) | |
| — | | |
| (48,069 | ) | |
| — | |
State | |
| — | | |
| — | | |
| — | | |
| — | |
Income tax provision | |
$ | 108,639 | | |
$ | — | | |
$ | 255,189 | | |
$ | — | |
The
Company’s effective tax rate was 67.2% and 0.0% for the three months ended September 30, 2023 and 2022, respectively.
The Company’s effective tax rate was 42.7% and 0.0% for the six months ended September 30, 2023 and 2022, respectively.
The effective tax rate differs from the statutory tax rate of 21.0% primarily due to the valuation allowance on the deferred tax
assets.
The
Company’s net deferred tax assets were as follows as of:
| |
September 30, 2023 | | |
March 31, 2023 | |
Deferred tax assets: | |
| | |
| |
Start-up/organization costs | |
$ | 350,935 | | |
$ | 221,180 | |
Deferred tax liability: | |
| | | |
| | |
Accrued dividend income | |
| — | | |
| (48,070 | ) |
Total deferred tax assets | |
| 350,935 | | |
| 173,110 | |
Valuation allowance | |
| (350,935 | ) | |
| (221,180 | ) |
Deferred tax liability, net | |
$ | — | | |
$ | (48,070 | ) |
As
of September 30, 2023 and March 31, 2023, the Company had $1,671,117 and $1,053,237 of U.S. federal and state 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 $350,935
and $221,180 as of September 30, 2023 and March 31, 2023, respectively. The valuation allowance increased by $129,755 from March 31,
2023 to September 30, 2023.
NOTE
10 — SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 14, 2023 when these
unaudited condensed 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 unaudited condensed financial statements.
On
October 20, 2023, the Company issued an unsecured promissory note in the principal amount of $100,000 to the Sponsor. The proceeds of
the promissory note were deposited into the Company’s Trust Account for the public shareholders, which enables the Company to extend
the period of time it has to consummate its initial Business Combination from October 21, 2023 to November 21, 2023.
ITEM
2. Management’s 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 Company’s financial condition and results of operations should
be read in conjunction with the unaudited interim condensed 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
Current Report on Form 10-Q 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 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 within 12 months (or by December 21, 2023, if so extended), 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 $100,000 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.
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 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.
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.
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 Company’s 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 Company’s 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 is September 21, 2023.
On
September 21, 2023, the Company announced that it had extended the period of time by which it may complete an initial business combination
by an additional nine months (the “Third Extension”). In accordance with its amended and restated certificate of incorporation,
on September 21, 2023, a deposit of $100,000 was made into
to the trust account established at the time of the Company’s initial public offering for the benefit of the public stockholders
and on October 20, 2023, another deposit of $100,000 was made into to the trust account established at the time of the Company’s
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 is November 21, 2023, the second additional months of the Third Extension.
Results
of Operations
Our
entire activity since inception up to September 30, 2023 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.
For
the three months ended September 30, 2023, we generated a net income of $52,927, which consisted of interest income on the trust account
of $529,824, offset by formation and operating costs of $355,758, franchise tax expense of $12,500 and income taxes provision of $108,639.
For
the three months ended September 30, 2022, we incurred a net loss of $79,532, which consisted of formation and operating costs of $221,304
and franchise tax expense of $11,700, partially offset by interest income on the trust account of $153,472.
For
the six months ended September 30, 2023, we generated a net income of $342,114, which consisted of interest income on the trust account
of $1,240,083, offset by formation and operating costs of $617,880, franchise tax expense of $24,900 and income taxes provision of $255,189.
For
the six months ended September 30, 2022, we incurred a net loss of $326,861, which consisted of formation and operating costs of $548,090
and franchise tax expense of $13,700, partially offset by interest income on the trust account of $234,929.
Liquidity
and Capital Resources
As of September 30, 2023, we had $9,529 in cash
in our operating account as compared to cash of $10,763 at March 31, 2023 and working deficit of $1,991,230 as compared to $648,141 at
March 31, 2023. The change in liquidity is attributable to cash used in operating activities of $593,088, cash used in investing activities
of $168,146, and offset by cash provided by financing activities of $760,000.
For
the six months ended September 30, 2023, there was $593,088 of cash used in operating activities resulting from interest income earned
on investment held in Trust Account amounting to $1,240,083, non-cash deferred tax expense of $48,070, and decrease in income tax payable
of $76,881, and offset by net income of $342,114, decrease in prepaid expenses of $32,500, increase in accrued expenses of $286,128,
increase in due to related parties of $110,000, and increase in franchise tax payable of $1,204.
For
the six months ended September 30, 2022, there was $576,054 of cash used in operating activities resulting from net loss of $326,861
and interest income earned on investment held in Trust Account amounting to $234,929, and increase in prepaid expenses of $76,292 offset
by increase in accrued expenses of $48,328 and increase in franchise tax payable of $13,700.
For
the six months ended September 30, 2023, there was $168,146 of cash used in investing activities resulting from the purchase of investment
held in Trust Account amounting to $675,000, offset by withdrawal of an investment held in the Trust Account amounting to $506,854.
There
were no investing activities for the six months ended September 30, 2022.
For
the six months ended September 30, 2023, there was $760,000 of cash provided by financing activities resulting from the proceeds from
working capital and extension loans from our Sponsor amounting to $760,000.
There
were no financing activities for the six months ended September 30, 2022.
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 lender’s 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 will have 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. 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 September 30, 2023 and March 31, 2023, we had $1,080,000 and
$320,000, 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 Board’s Accounting Standards Update (“ASU”) 2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that
these conditions raise substantial doubt about our ability to continue as a going concern. The management’s 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 November 21, 2023, 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 condition raise substantial doubt about our ability to continue as a going concern. The
unaudited condensed financial statements does not include any adjustments that might result from the outcome of this uncertainty.
Critical
Accounting Policies and Estimates
The
preparation of these unaudited condensed financial statements in conformity with US 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. We have
identified the following as our critical accounting policies and estimates:
Common
Stock Subject to Redemption
We
account for our common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” 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 is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the
Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity.
Our common stock features certain redemption rights that are considered to be outside of our 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 our balance sheet.
We
have 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.
Recent
Accounting Pronouncements
In
August 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other
equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between
simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler
analysis of embedded equity features) and a potentially adverse impact to diluted earnings per share by requiring the use of the if-converted
method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example,
the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible
preferred stock. Also, certain specific requirements to achieve equity classification and/or qualify for the derivative scope exception
for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid
mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for smaller reporting companies) for
fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies.
Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either
be adopted on a modified retrospective or a full retrospective basis. The adoption of ASU 2020-06 on April 1, 2022 did not have a material
effect on our unaudited condensed financial statements.
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 unaudited condensed 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 holder’s 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.
Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on our unaudited condensed financial statements.
ITEM
3. Quantitative and Qualitative Disclosures About Market Risk
As
smaller reporting company, we are not required to make disclosures under this Item.
ITEM
4. 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
SEC’s 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 September
30, 2023, pursuant to Rule 15d-15(e) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of
September 30, 2023, 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.
Changes
in Internal Control over Financial Reporting
There
were no 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.
PART
II - OTHER INFORMATION
ITEM
1. Legal Proceedings
None.
ITEM
1A. Risk Factors.
As
smaller reporting company we are not required to make disclosures under this Item.
ITEM
2. Unregistered Sales of Equity Securities and Use of Proceeds.
The
disclosure required by this Item 2 is incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 21, 2022.
ITEM
3. Defaults Upon Senior Securities
None.
ITEM
4. Mine Safety Disclosures
None.
ITEM
5. Other Information
None.
ITEM
6. Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
November 14, 2023 |
GOLDENSTONE
ACQUISITION LIMITED |
|
|
|
By: |
/s/
Eddie Ni |
|
Name: |
Eddie Ni |
|
Title: |
Chief Executive Officer
(Principal Executive Officer) |
|
|
|
By: |
/s/ Ray Chen |
|
Name: |
Ray Chen |
|
Title: |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
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In connection with the Quarterly Report of Goldenstone
Acquisition Limited (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eddie Ni, Chief Executive Officer
of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to my knowledge:
In connection with the Quarterly Report of Goldenstone
Acquisition Limited (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ray Chen, Chief Financial Officer
of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to my knowledge: