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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

 

September 30, 2022

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.) 

 

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:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one Redeemable Warrant and one Right   GDSTU   The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share   GDST   The Nasdaq Stock Market LLC
Redeemable Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50 per whole share   GDSTW   The Nasdaq Stock Market LLC
One Right to receive 1/10th of one share of Common Stock   GDSTR   The Nasdaq Stock Market LLC

 

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.

 

Effective September 30, 2022, Goldenstone Acquisition Limited (the “Registrant”) and Roxe Holding Inc. (“Roxe”) entered into a Joint Agreement to Terminate Merger Agreement (the “Termination Agreement”), a copy of which is filed as Exhibit 2.1 hereto which provides for the termination of the Merger Agreement, dated June 21, 2022 (the “Merger Agreement”), by and among the Registrant, Roxe, Goldenstone Merger Sub, Inc. and Amazon Capital Inc. The termination was by mutual agreement of the Registrant and Roxe pursuant to Section 10.1(c) of the Merger Agreement and no termination fee or other payment is due to either party from the other as a result of the termination.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
     
2.1   Joint Agreement to Terminate Merger Agreement, dated September 30, 2022
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 5, 2022  
   
GOLDENSTONE ACQUISITION LIMITED  
   
By: /s/ Eddie Ni  
Name: Eddie Ni  
Title: Chief Executive Officer  

 

 

2

 

 

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