M&A - Goldenstone Acquisition Ltd.
Form Type: S-4/A
Filing Date: 2025-06-20
Corporate Action: Merger
Type: Update
Accession Number: 000121390025055744
Filing Summary: Goldenstone Acquisition Limited is proposing a merger with Infintium Fuel Cell Systems, Inc. under a Business Combination Agreement dated June 26, 2024, which was amended on January 28, 2025. A special meeting of stockholders will take place to vote on this merger, which will be conducted virtually. Upon closing, Infintium will become a wholly owned subsidiary of Goldenstone, and the combined entity will be renamed "Infintium Fuel Cell Systems Holdings, Inc." An aggregate of 13 million shares of Common Stock will be issued to Infintium Securityholders. Pro forma ownership scenarios post-merger show varying percentages for Goldenstone and Infintium stockholders based on redemption scenarios. The document outlines financing transactions since the IPO, including loans received from the Sponsor and terms for a convertible note with a potential lender. It also highlights potential conflicts of interest due to the different motivations of the Sponsor and Initial Stockholders, who hold significant stakes and have agreed to vote in favor of the merger.
Additional details:
Approximate Date Of Commencement Of Sale: As soon as practicable after the effective date of this registration statement
Business Combination Agreement Date: 2024-06-26
Business Combination Agreement Amendment Date: 2025-01-28
Number Of Shares Issued To Infitium Securityholders: 13000000
New Company Name: Infintium Fuel Cell Systems Holdings, Inc.
Form Type: 10-K
Filing Date: 2025-06-16
Corporate Action: Merger
Type: Update
Accession Number: 000121390025054825
Filing Summary: Goldenstone Acquisition Limited filed its annual report on Form 10-K for the fiscal year ended March 31, 2025. The report details the company’s status as a blank check company and outlines its purpose of completing a merger or similar business combination. As of June 16, 2025, the company has 3,442,121 shares of common stock outstanding. The company entered into a Business Combination Agreement on June 26, 2024, to merge with Infintium Fuel Cell Systems, Inc., with Pacifica Acquisition Corp. as the merging entity. Significant emphasis is placed on the risks associated with potential regulatory changes in China, which may impact the company's operations and acquisition targets. The report also highlights prior extensions granted for completing the merger, with the latest extension allowing until June 21, 2025, to finalize the transaction. Should the merger not be completed by this deadline, the company plans to redeem public shares and dissolve operations. Key financial metrics are provided, including total assets held in trust for public shareholders and details regarding IPO proceeds and costs, alongside considerations pertaining to potential future regulatory constraints regarding business operations related to China.
Additional details:
Total Shares Outstanding: 3442121
Initial Public Offering Date: 2022-03-21
Gross Proceeds Ipo: 57500000
Trust Account Balance: 18666931
Working Capital Loans: 2976966
Initial Business Combination Deadline: 2025-06-21
Form Type: DEF 14A
Filing Date: 2025-06-05
Corporate Action: Merger
Type: Update
Accession Number: 000121390025051563
Filing Summary: Goldenstone Acquisition Limited has called a Special Meeting of Stockholders scheduled for June 18, 2025, to discuss important proposals regarding the extension of their business combination timeline. The proposals include the Third Extension Amendment, which seeks to extend the deadline for a business combination from June 21, 2025, to June 21, 2026, allowing the company to extend the business combination period an additional twelve times, provided certain payments are made. Additionally, the Third Trust Amendment is considered to adjust the investment management trust agreement accordingly. The amendments were prompted due to the need for more time to complete a merger with Infintium Fuel Cell Systems, Inc., as stipulated in their Business Combination Agreement. Without the extension approvals, the company would face dissolution as it has already utilized its initial time allowance, leading them to seek stockholder approval to avoid liquidating their assets. The current situation details extensive financial implications and consequences for shareholders and potential adjustments to voting rights for shares purchased under specific arrangements before the meeting.
Additional details:
Proposal Title: Third Extension Amendment Proposal
Proposal Description: A proposal to amend the Company’s certificate of incorporation to extend the date to consummate a business combination to June 21, 2026.
Proposal Title: Third Trust Amendment Proposal
Proposal Description: A proposal to amend the investment management trust agreement to extend the Business Combination Period to June 21, 2026.
Proposal Title: Adjournment Proposal
Proposal Description: A proposal to allow the chairman to adjourn the Special Meeting to secure sufficient votes for Proposals 1 and 2.
Redemption Price Per Share: 11.81
Trust Account Balance: 18847241
Record Date: 2025-06-03
Meeting Time: 2025-06-18T11:00:00
Telephone Access U S: 1 800-450-7155
Telephone Access International: +1 857-999-9155
Business Combination With: Infintium Fuel Cell Systems, Inc.
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.
Additional details:
Name Of Registrant: Goldenstone Acquisition Limited
Special Meeting Time: 11:00 a.m. Eastern Time
Record Date: May [ ], 2025
Business Combination Expiration: June 21, 2026
Deposit Per Extension: $50,000
Current Per Share Redemption Price: $[ ]
Meeting Location: via teleconference
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.
Additional details:
Exact Name Of Registrant: Goldenstone Acquisition Limited
State Of Incorporation: Delaware
Business Combination Agreement Date: 2024-06-26
Business Combination Agreement Amendment Date: 2025-01-28
New Company Name: Infintium Fuel Cell Systems Holdings, Inc.
Stockholder Vote Recommendation: FOR
Total Shares At Closing: 30,214,864
Estimated Trust Account Balance: 18.5 million
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.
Additional details:
Business Combination Date: 2024-06-26
Amendment Date: 2025-01-28
Principal Executive Offices Address: 4360 E. New York Street, Aurora, IL 60504
Agent For Service Name: Eddie Ni
Total Shares At Closing: 30,214,864
Estimated Per Share Redemption Price: 11.78
Proxy Statement Date: 2025-04-23
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.
Additional details:
Business Combination Agreement Date: 2024-06-26
Business Combination Agreement Amendment Date: 2025-01-28
Name Of Acquired Entity: Infintium Fuel Cell Systems, Inc.
New Company Name: Infintium Fuel Cell Systems Holdings, Inc.
Closing Estimation Date: 2025-06-21
Total Shares Issued To Infintium Securityholders: 13,000,000
Redemption Rights Period: until June 21, 2025
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