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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

 

December 4, 2023

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

 

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On December 4, 2023, Goldenstone Acquisition Limited (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company was not in compliance with the requirement that it maintain at least 300 public holders pursuant to Listing Rule 5550(a)(3). The Staff has provided the Company with 45 calendar days from the date of the Notice, or until January 18, 2024, to submit a plan to regain compliance. If the plan is accepted, Nasdaq can grant an extension of up to180 calendar days from the date of the Notice to regain compliance. The Notice has no immediate effect on the listing of the Company’s securities on The Nasdaq Capital Market.

 

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: December 7, 2023  
   
GOLDENSTONE ACQUISITION LIMITED  
   
By: /s/ Eddie Ni  
Name:  Eddie Ni  
Title: Chief Executive Officer  

 

 

2

 

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Cover
Dec. 04, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 04, 2023
Entity File Number 1-41328
Entity Registrant Name Goldenstone Acquisition Limited
Entity Central Index Key 0001858007
Entity Tax Identification Number 85-3373323
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 37-02 Prince Street; 2nd Floor
Entity Address, City or Town Flushing
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11354
City Area Code 330
Local Phone Number 352-7788
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one share of Common Stock and one Redeemable Warrant and one Right  
Title of 12(b) Security Units, each consisting of one share of Common Stock and one Redeemable Warrant and one Right
Trading Symbol GDSTU
Security Exchange Name NASDAQ
Common Stock, par value $0.0001 per share  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol GDST
Security Exchange Name NASDAQ
Redeemable Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50 per whole share  
Title of 12(b) Security Redeemable Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50 per whole share
Trading Symbol GDSTW
Security Exchange Name NASDAQ
One Right to receive 1/10th of one share of Common Stock  
Title of 12(b) Security One Right to receive 1/10th of one share of Common Stock
Trading Symbol GDSTR
Security Exchange Name NASDAQ
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