Goldenstone (NASDAQ: GDST) merger with Infintium terminated after deadline lapse

Rhea-AI Filing Summary

Goldenstone Acquisition Limited reported that its planned merger with Infintium Fuel Cell Systems, Inc. has been terminated. The companies had entered into a Business Combination Agreement on June 26, 2024, later amended on January 28, 2025, to combine Goldenstone, its subsidiary Pacifica Acquisition Corp., and Infintium. The agreement allowed either party to walk away if the transaction was not completed by September 30, 2025. After that deadline passed, Infintium sent a letter dated October 1, 2025, exercising its right to terminate the agreement, so the proposed business combination will not proceed.

Positive

• None.

Negative

• Termination of planned merger: Infintium Fuel Cell Systems, Inc. exercised its right on October 1, 2025 to terminate the Business Combination Agreement with Goldenstone after the September 30, 2025 outside date passed, so the previously planned business combination will not proceed.

Insights

SPAC and M&A analyst

Goldenstone’s planned Infintium merger has been terminated after missing the deal deadline.

The report explains that Goldenstone Acquisition Limited and Infintium Fuel Cell Systems, Inc. had a Business Combination Agreement, originally signed on June 26, 2024 and amended on January 28, 2025. A key term allowed either side to terminate if the transaction was not completed by September 30, 2025. This type of outside date is standard in merger and SPAC business combination agreements.

Because the closing did not occur by that date, Infintium sent a letter on October 1, 2025 exercising its contractual right to terminate. This means the previously announced business combination will not move forward under the current agreement, leaving Goldenstone without this specific target. The filing does not describe replacement transactions or revised terms, so any future path would require separate agreements and disclosures.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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)

1

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

2

FAQ

What did Goldenstone Acquisition Limited (GDST) disclose in this 8-K?

Goldenstone Acquisition Limited disclosed that its Business Combination Agreement with Infintium Fuel Cell Systems, Inc., together with Goldenstone’s subsidiary Pacifica Acquisition Corp., has been terminated and the planned business combination will not go forward.

Why was the Goldenstone (GDST) and Infintium business combination terminated?

The Business Combination Agreement, as amended, allowed either Goldenstone or Infintium to terminate if the transaction was not consummated by September 30, 2025. After that date passed without closing, Infintium sent a letter on October 1, 2025 exercising its right to terminate.

When was the original Goldenstone–Infintium Business Combination Agreement signed and amended?

Goldenstone entered into the Business Combination Agreement with Infintium on June 26, 2024, and the agreement was subsequently amended on January 28, 2025.

Who were the parties to the terminated Goldenstone–Infintium agreement?

The parties were Goldenstone Acquisition Limited, its wholly owned subsidiary Pacifica Acquisition Corp., Infintium Fuel Cell Systems, Inc., and Yan (Chris) Feng acting as Securityholder Representative for Infintium’s stockholders.

What was the outside date for closing the Goldenstone–Infintium transaction?

The agreement, as amended, provided that either party could terminate if the transactions were not consummated by September 30, 2025.

Did Goldenstone (GDST) include any financial statements or deal terms with this termination disclosure?

The disclosure focuses on the termination of the Business Combination Agreement and lists only an exhibit for the cover page interactive data file; it does not detail financial statements or economic terms of the terminated transaction.