[8-K] GOLDENSTONE ACQ LTD Reports Material Event

Rhea-AI Filing Summary

Goldenstone Acquisition held a Special Meeting of Stockholders on June 18, 2025, where shareholders approved two key proposals:

• Extension of business combination deadline by up to 12 monthly periods from June 21, 2025 to June 21, 2026
• Amendment to Trust Agreement requiring $50,000 monthly deposit for each extension period

Key outcomes include:

• 81.38% of shareholders (2,801,036 shares) participated in the meeting
• 1,152,875 shares were redeemed at approximately $11.90 per share, totaling $13.7M
• Trust account balance reduced to $5.27M after redemptions
• Public float decreased to 442,996 shares outstanding
• Company deposited initial $50,000 to extend deadline to July 21, 2025

Positive

• Shareholders approved extension of business combination deadline by up to 12 months (until June 21, 2026), providing more time to find and complete a suitable merger
• Company successfully secured initial one-month extension to July 21, 2025 by depositing required $50,000 into trust account
• High shareholder participation with 81.38% (2,801,036 shares) represented at Special Meeting
• Strong approval of extension proposals with 2,478,385 votes in favor (88.5% of votes cast)

Negative

• Significant shareholder redemptions with 1,152,875 shares redeemed (approximately 33.5% of outstanding shares)
• Trust account value significantly reduced by $13.73 million due to redemptions, leaving only $5.28 million remaining
• Public float substantially decreased to 442,996 shares from previous 3,442,121 shares
• Monthly extension payments of $50,000 required for each additional month, which will further deplete company cash reserves

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

June 18, 2025

Date of Report (Date of earliest event reported)

Goldenstone Acquisition Limited

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41328		85-3373323
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4360 E. New York St. Aurora, IL		60504
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (330) 352-7788

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Units, each consisting of one share of Common Stock and one Redeemable Warrant and one Right

Common Stock, par value $0.0001 per share

Redeemable Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50 per whole share

One Right to receive 1/10th of one share of Common Stock

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

The disclosure set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS.

On June 18, 2025, the Company held a Special Meeting of Stockholders (the “Special Meeting”). The record date for the stockholders entitled to notice of, and to vote at, the Special Meeting was June 3, 2025. At the close of business on that date, the Company had 3,442,121 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting. Of the 3,442,121 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting, 2,801,036 shares (or 81.38%), constituting a quorum, were represented in person or by proxy at the Special Meeting. At the Special Meeting, two proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission. Proposal 3 was not voted on at the Special Meeting. The final voting results were as follows:

Proposal 1

The Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation (as previously amended on September 21, 2023 and June 18, 2024), to extend the date by which the Company has to consummate a business combination up to 12 times, each such extension for an additional one (1) month period, from June 21, 2025 to June 21, 2026, based upon the voting results set forth below.

For		Against		Abstain
2,478,385		322,651		0

Proposal 2

The Company’s stockholders approved an amendment to the Investment Management Trust Agreement, dated March 16, 2022 by and between the Company and Continental Stock Transfer & Trust Company (as previously amended on September 21, 2023 and June 18, 2024), 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 under the Trust Agreement from June 21, 2025 to June 21, 2026 provided that the Company deposits into the trust account established in connection with the Company’s initial public offering the sum of $50,000 for each month extended, based upon the voting results set forth below.

For		Against		Abstain
2,478,385		322,651		0

The Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation on June 18, 2025 reflecting the amendments approved at the Special Meeting. A copy of the Company’s Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference.

Item 8.01 Other Events

The Company has deposited the initial payment of $50,000 in its trust account established at Continental Stock Transfer & Trust Company in connection with its initial public offering, to initially extend the date by which the Company can complete an initial business combination by one month to July 21, 2025.

In connection with the stockholder’s vote at the Special Meeting 1,152,875 shares of common stock were tendered for redemption. As a result, approximately $13,728,996 (approximately $11.9 per share) will be removed from the Company’s Trust Account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions, the Company will have 442,996 shares of public common stock outstanding, and approximately $5,275,412 will remain in the Trust Account.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 24, 2025
GOLDENSTONE ACQUISITION LIMITED
By:	/s/ Eddie Ni
Name:	Eddie Ni
Title:	Chief Executive Officer

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FAQ

What did GDST stockholders approve at the June 18, 2025 Special Meeting?

At the Special Meeting, GDST stockholders approved two key proposals: 1) An amendment to extend the business combination deadline up to 12 times, each for one month, from June 21, 2025 to June 21, 2026, and 2) An amendment to the Trust Agreement requiring a $50,000 monthly deposit for each extension. Both proposals passed with 2,478,385 votes in favor and 322,651 against.

How many GDST shares were redeemed following the June 2025 Special Meeting?

Following the Special Meeting, 1,152,875 shares of GDST common stock were tendered for redemption at approximately $11.90 per share, resulting in approximately $13,728,996 being removed from the Trust Account. This left 442,996 shares of public common stock outstanding.

How much money remains in GDST's Trust Account after June 2025 redemptions?

After the redemptions following the Special Meeting, approximately $5,275,412 remains in GDST's Trust Account.

What is GDST's new business combination deadline after the June 2025 extension?

GDST initially extended its business combination deadline by one month to July 21, 2025, with the ability to extend up to 12 times through June 21, 2026, provided they deposit $50,000 into the trust account for each monthly extension.

What was the voter turnout at GDST's June 18, 2025 Special Meeting?

Of GDST's 3,442,121 outstanding shares entitled to vote, 2,801,036 shares (81.38%) were represented at the Special Meeting, constituting a quorum. The extension proposals passed with approximately 88.5% of votes cast in favor.