M&A - Goldenstone Acquisition Ltd.

Form Type: PRE 14A

Filing Date: 2025-05-23

Corporate Action: Merger

Type: Preliminary

Accession Number: 000121390025047384

Filing Summary: Goldenstone Acquisition Limited is soliciting stockholder votes for a Special Meeting scheduled for June [ ], 2025, to discuss three proposals. Proposal 1 seeks to amend the Company's certificate of incorporation to extend the deadline for consummating a business combination from June 21, 2025, to June 21, 2026, allowing up to twelve one-month extensions. Proposal 2 involves amending the investment management trust agreement to extend the business combination period under the Trust Agreement to the same date, contingent on depositing $50,000 for each month of extension. Proposal 3 is to permit the chairman to adjourn the meeting if necessary due to insufficient votes on Proposals 1 and 2. The document outlines previous amendments to the deadlines and requirements for extensions, including a Business Combination Agreement with Infintium Fuel Cell Systems, Inc., where Merger Sub will merge with Infintium. The proposals aim to provide more time for a business combination to be completed. Failure to approve these proposals may result in the dissolution of the company.

Form Type: S-4/A

Filing Date: 2025-05-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025043297

Filing Summary: Goldenstone Acquisition Limited has filed an amendment to its S-4 registration statement related to a proposed merger with Infintium Fuel Cell Systems, Inc. The document outlines the details of the upcoming special meeting for Goldenstone's stockholders where they will be invited to vote on the Business Combination Agreement dated June 26, 2024, which was amended on January 28, 2025. The merger will see Merger Sub, a wholly-owned subsidiary of Goldenstone, merge with Infintium, with Infintium surviving as a wholly-owned subsidiary of Goldenstone. Upon the merger's completion, Goldenstone will be renamed Infintium Fuel Cell Systems Holdings, Inc. The filing includes pro forma share ownership under various redemption scenarios for public stockholders and initial stockholders post-merger, indicating a shift in percentage ownership. All stockholders are encouraged to vote, and the implications for both public and private shares are discussed, highlighting potential conflicts of interest for the initial stockholders and management. The document also notes the importance of stockholder votes and outlines the financial conditions surrounding the proposed merger, including compensation for initial stockholders and repayment of loans made to Goldenstone.

Form Type: S-4/A

Filing Date: 2025-04-24

Corporate Action: Merger

Type: Update

Accession Number: 000121390025034782

Filing Summary: Goldenstone Acquisition Limited is filing this amendment to its Form S-4 registration statement primarily to solicit votes from its stockholders for the approval of the Business Combination Agreement between Goldenstone and Infintium Fuel Cell Systems, Inc. The agreement, originally dated June 26, 2024 and amended on January 28, 2025, outlines the merger whereby a wholly-owned subsidiary of Goldenstone will merge with Infintium, with Infintium surviving as a wholly-owned subsidiary of Goldenstone. Following the merger, Goldenstone will be renamed Infintium Fuel Cell Systems Holdings, Inc. The Board of Directors believes that this Business Combination is fair and in the best interests of Goldenstone's shareholders. It also outlines the expected ownership structure post-transaction, including potential share distribution to stockholders based on various redemption scenarios, conflicts of interest among stockholders, and the significance of the stockholder vote to proceed with the merger. The filing is crucial for obtaining necessary regulatory approvals and shareholder votes for the merger to be completed.

Form Type: S-4

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025008051

Filing Summary: Goldenstone Acquisition Limited is presenting a preliminary proxy statement/prospectus related to a proposed merger involving Goldenstone Acquisition Limited and Infintium Fuel Cell Systems, Inc. The special meeting of stockholders is scheduled to discuss the Business Combination Agreement, finalized on June 26, 2024, and amended on January 28, 2025, whereby Pacifica Acquisition Corp, a wholly-owned subsidiary of Goldenstone, will merge with Infintium, resulting in Infintium becoming a wholly-owned subsidiary of Goldenstone. Following the merger, Goldenstone is to be renamed 'Infintium Fuel Cell Systems Holdings, Inc.'. The document includes voting instructions for stockholders, details on the implications of the merger for stock ownership, and a description of potential conflicts of interest among stakeholders. Stockholders are urged to participate in the vote as their approval is critical for the merger to proceed, and there are specific proposals outlined that require majority voting. Furthermore, the document states that if the Business Combination is not completed by June 21, 2025, Goldenstone would need to liquidate if further extensions are not approved. The summary of pro forma ownership post-closing under various redemption scenarios and additional governance proposals to be reviewed in the meeting are also highlighted.