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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
October 1, 2025
Date of Report (Date of earliest event reported)
Goldenstone Acquisition Limited
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
1-41328 |
|
85-3373323 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. 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
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 |
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 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on June 26, 2024, Goldenstone Acquisition
Limited (“Goldenstone”) entered into a Business Combination Agreement (the “Business Combination Agreement”),
by and among Goldenstone, Pacifica Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Goldenstone (“Merger
Sub”), Infintium Fuel Cell Systems, Inc., a Delaware corporation (“Infintium”) and Yan (Chris) Feng, solely in his capacity
as representative, agent and attorney-in-fact of the stockholders of Infintium (the “Securityholder Representative”). The
Business Combination Agreement was subsequently amended on January 28, 2025.
Pursuant to the terms of the Business Combination Agreement, as amended,
the Business Combination Agreement could be terminated by either Goldenstone or Infintium if the transactions contemplated by the Business
Combination Agreement were not consummated by September 30, 2025. By letter dated October 1, 2025, Infintium informed Goldenstone that
it was exercising its right to terminate the Business Combination Agreement.
Item 9.01. Financial Statements and Exhibits.
| EXHIBIT NO. |
|
DESCRIPTION |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 7, 2025 |
|
| |
|
| GOLDENSTONE ACQUISITION LIMITED |
|
| |
|
| By: |
/s/ Eddie Ni |
|
| Name: |
Eddie Ni |
|
| Title: |
Chief Executive Officer |
|
