| ORGANIZATION AND BUSINESS BACKGROUND | NOTE
1 — ORGANIZATION AND BUSINESS BACKGROUND Goldenstone
Acquisition Limited (the “Company”) is a Delaware corporation incorporated as a blank check company on September 9, 2020.
The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The
Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. On
June 2, 2022, Goldenstone Merger Sub, Inc. (“Merger Sub 1”) was incorporated in the state of Delaware as a corporation and
is wholly-owned by the Company. Merger Sub 1 was formed in connection with the execution of a business combination agreement that was
subsequently terminated. It has not conducted any activities and is inactive. On
June 20, 2024, Pacifica Acquisition Corp (“Merger Sub 2”) was incorporated in the state of Delaware as a corporation and
is wholly-owned by the Company. Merger Sub 2 was formed in connection with the execution of a business combination agreement. It has
not conducted any activities and is inactive. The
Company has selected March 31 as its fiscal year end. As of September 30, 2024 and March 31, 2024, the Company had not commenced any
operations. For the period from September 9, 2020 (inception) to September 30, 2024, the Company’s efforts have been limited to
organizational activities as well as activities related to the Initial Public Offering (as defined below) and to consummate a Business
Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. On
March 21, 2022, the Company closed its initial public offering of 5,750,000 units, which includes the full exercise of the underwriters’
over-allotment option. The units were sold at a price of $10.00 per unit, resulting in total gross proceeds of $57,500,000. Each unit
consists of one share of common stock, one redeemable warrant and one right to receive one-tenth (1/10) of one share of common stock.
Each redeemable warrant entitles the holder thereof to purchase one-half (1/2) of one share of common stock, and each ten (10) rights
entitle the holder thereof to receive one share of common stock at the closing of a Business Combination. The exercise price of the warrants
is $11.50 per full share. Simultaneously
with the closing of the Initial Public Offering, the Company completed the private sale of 351,250 units (the “Private Units”)
to the Sponsor, Ray Chen, our Chief Financial Officer, and Yongsheng Liu, our former Chief Operating Officer, each through their respective
affiliated entities. Each Private Unit consists of one share of common stock, one warrant (“Private Warrant”) and one right
(each, a “Private Right”). Each Private Warrant entitles the holder to purchase one-half of one share of common stock at
an exercise price of $11.50 per whole share. Each Private Right entitles the holder to receive one-tenth of one share of common stock
at the closing of a Business Combination. The Private Units were sold at a purchase price of $10.00 per Private Unit, generating gross
proceeds to the Company of $3,512,500. The Private Units are identical to the Public Units sold in the Initial Public Offering, except
that the holders of the Private Units have agreed not to transfer, assign or sell any of the Private Units and the underlying securities
(except to certain permitted transferees) until the completion of the Company’s initial Business Combination. The
Company also issued 57,500 shares of Common Stock (the “Representative Shares”) to Maxim Group LLC and/or its designees (“Maxim”)
as part of representative compensation. The representative shares are identical to the Common Stock sold as part of the Public Units,
except that Maxim Group LLC has agreed not to transfer, assign or sell any such representative shares until the completion of the Company’s
initial Business Combination. In addition, Maxim Group LLC has agreed (i) to waive its redemption rights with respect to such shares
in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions
from the trust account with respect to such shares if the Company fails to complete its initial Business Combination within 12 months
(or up to 21 months if the Company extends the period of time to consummate a Business Combination) from the effective date of its registration
statement. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately
following the commencement of sales of the offering pursuant to Rule 5110(e)(1) of FINRA’s Rules. Pursuant to FINRA Rule 5110(e)(1),
these securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180
days immediately following the commencement of sales of this offering except to any underwriter and selected dealer participating in
the offering and their officers or partners, registered persons or affiliates. The Company used a Black-Scholes option-pricing Model
that values the Representative Shares granted to Maxim Group LLC and/or its designees. The key inputs into the Binomial model were (i)
risk- free interest rate of 0.75%, (ii) volatility of 12.96%, (iii) expected life of 1 year, and (iv) 85% probability of business combination.
According to the Black-Scholes option-pricing model, the fair value of the 57,500 Representative Shares was approximately $441,025 or
$7.67 per share. The
Company also sold to Maxim, for $100, a Unit Purchase Option (“UPO”) to purchase 270,250 Units exercisable at $11.00 per
Unit, for an aggregate exercise price of $2,972,750, commencing on the later of the first anniversary of the effective date of the registration
statement related to the Initial Public Offering and the consummation of a Business Combination. The UPO may be exercised for cash or
on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement related
to the Initial Public Offering. The Units issuable upon exercise of the option are identical to those offered in the Initial Public Offering.
The Company accounted for the unit purchase option, inclusive of the receipt of the $100 cash payment and the fair value of $208,093,
or $7.67 per Unit, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The fair
value of the UPO granted to Maxim was estimated as of the date of grant using the following assumptions: (1) expected volatility of 12.96%,
(2) risk-free interest rate of 1.61%, (3) expected life of 5 years and (4) 85% probability of successful combination. Transaction
costs amounted to $4,331,021, consisting of $1,150,000 of underwriting discounts and commissions, $2,012,500 of deferred underwriting
discounts and commissions, $519,403 of other offering costs, $441,025 fair value of the 57,500 representative shares and $208,093 fair
value of the UPO considered as part of the transaction costs. Following
the closing of the Initial Public Offering and the issuance and the sale of Private Units on March 21, 2022, $58,362,500 ($10.15 per
Public Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the sale of Private Units was placed
in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, LLC as a trustee and
invested the proceeds in U.S. government treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds
meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in United
States government treasuries, so that we are not deemed to be an investment company under the Investment Company Act. The proceeds held
in the trust account will not be released until the earlier of: (1) the completion of the Company’s initial Business Combination
within the required time period and (2) its redemption of 100% of the outstanding public shares if the Company has not completed a Business
Combination in the required time period. Therefore, unless and until the Company’s initial Business Combination is consummated,
the proceeds held in the trust account will not be available for the Company’s use for any expenses related to the Initial Public
Offering or expenses which the Company may incur related to the investigation and selection of a target business and the negotiation
of an agreement in connection with its initial Business Combination. The
Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion
of an initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account as of two business days prior to the consummation of its initial Business Combination, including interest earned on the funds
held in the trust account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public
shares, subject to certain limitations. The amount in the Trust Account is initially anticipated to be $10.15 per public share. The per-share
amount the Company will distribute to investors who properly redeem their shares will not be reduced by deferred underwriting commissions
the Company will pay to the underwriters (as discussed in Note 6). The common stock subject to redemption is being recorded at a redemption
value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor
of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business
or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant
to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially
the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The
Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a
Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their Public Shares for a pro
rata portion of the amount then on deposit in the Trust Account (initially $10.15 per share), plus any pro rata interest earned on the
funds held in the Trust Account. The
Company’s initial stockholders (the “initial stockholders”) have agreed (a) to vote the founders shares and the common
stock (“Insider Shares”) underlying the Private Units (the “Private Shares”) and any Public Shares purchased
during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose, or vote in favor of, an amendment
to the Company’s amended and restated certificate of incorporation that would stop the public stockholders from converting or selling
their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation
to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period unless the
Company provides dissenting public stockholders with the opportunity to convert their Public Shares into the right to receive cash from
the Trust Account in connection with any such vote; (c) not to convert any Insider Shares and Private Units (including underlying securities)
(as well as any Public Shares purchased during or after the Initial Public Offering) into the right to receive cash from the Trust Account
in connection with a stockholder vote to approve a Business Combination (or sell any shares in a tender offer in connection with a Business
Combination) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’
rights of pre-Business Combination activity and (d) that the Insider Shares and Private Units (including underlying securities) shall
not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial stockholders
will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the
Initial Public Offering if the Company fails to complete its Business Combination. The
Company initially had until 12 months from the closing of the Initial Public Offering (until March 21, 2023) and further provided that
the Company could extend the Business Combination Period for up to 9 additional months in three-month increments provided that the Company
deposited into trust $575,000 for each three-month extension. On September 21, 2023, the Charter and the Trust Agreement were amended
to extend the date by which the Company has to consummate a business combination up to nine (9) times, each such extension for an additional
one (1) month period, from September 21, 2023 to June 21, 2024, provided that the Company deposited into the trust the sum of $100,000
for each one month extension. On June 18, 2024, the Charter and the Trust Agreement were further amended to extend the date by which
Company has to consummate a business combination to June 21, 2025 provided that the Company deposits a sum of $50,000 for each one month
extended. (for a total of up to 39 months to complete a Business Combination) (the “Combination Period”). If
the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of
the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned (net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses), divided by the number
of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate
and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s public warrants,
public rights, or private rights. The warrants and rights will expire worthless if the Company fails to complete its initial Business
Combination within the Combination Period. The underwriters have agreed to waive its rights to the deferred underwriting commission held
in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event,
such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.
In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be
less than $10.15. Goldenstone
Holding, LLC, the Company’s sponsor (“Sponsor”), has agreed that it will be liable to the Company if and to the extent
any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company
has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.15 per public share
or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions
in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a
third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the Company’s
indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third
party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce
the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business
Combination Agreement On
January 12, 2024, the Company entered into a nonbinding LOI for a potential business combination with Infintium Fuel Cell Systems, Inc.,
a Delaware corporation (“Infintium”) and Infintium made a non-refundable earnest money deposit of $200,000 (“Earnest
Money”) to proceed with the Company for the potential business combination. Such deposit is intended to cover the business combination
expenses of the Company for which Infintium is responsible. If the potential business combination fails to occur and the LOI or the LOI
or any subsequent definitive agreements are terminated by either party due to reasons not attributable to Infintium, the Company will
be required to return the Earnest Money to Infintium. On
June 26, 2024, the Company entered into a Business Combination Agreement (the “Agreement”) with Infintium, Pacifica Acquisition
Corp., a Delaware corporation (“Merger Sub 2”) and wholly-owned subsidiary of the Registrant, and Yan (Chris) Feng, solely
in his capacity as representative, agent and attorney-in-fact of Infintium Securityholders (the “Securityholder Representative,”
and, together with Infintium, the Company, Merger Sub, the “Parties”), pursuant to which Merger Sub 2 will merge with and
into Infintium (the “Merger”), with Infintium surviving the Merger as a wholly-owned subsidiary of the Company. In connection
with the Merger, the Company will change its name to “Infintium Fuel Cell Systems Holdings, Inc.” The board of directors
of the Company has unanimously (i) approved and declared advisable the Agreement, the Merger and the other transactions contemplated
by the Agreement and (ii) resolved to recommend approval of the Agreement and related matters by the stockholders of the Registrant once
the Registration Statement has been declared effective. Extension
of the Deadline to Complete an Initial Business Combination Pursuant
to the terms of our Amended and Restated Certificate of Incorporation and the Investment Management Trust Agreement between the Company
and Continental Stock Transfer & Trust Company, LLC (“Continental”), the Company may elect to extend the time available
to consummate its initial business combination, provided that its sponsor or its affiliates or designees must, upon ten days advance
notice prior to the applicable deadline, deposit $575,000 into the trust account ($0.10 per share) on or prior to the date of the applicable
deadline, for each three month extension (or up to an aggregate of $1,725,000, or $0.30 per share if we extend for the full nine months)
ten days advance notice prior to the applicable deadline. On
March 14, 2023, the Company announced that it had extended the period of time by which it may complete an initial business combination
by an additional three months (the “Extension”). In accordance with its amended and restated certificate of incorporation,
a deposit of $575,000 was made into the trust account established at the time of the Company’s initial public offering for the
benefit of the public stockholders. Pursuant to the Extension, the new deadline for completion of an initial business combination was
extended to June 21, 2023. On
June 20, 2023, the Company announced that it had extended the period of time by which it may complete an initial business combination
by an additional three months (the “Second Extension”). In accordance with its amended and restated certificate of incorporation,
on June 14, 2023, a deposit of $575,000 was made into to the trust account established at the time of the Company’s initial public
offering for the benefit of the public stockholders. Pursuant to the Second Extension, the new deadline for completion of an initial
business combination is September 21, 2023. On
September 21, 2023, the Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of
Incorporation to extend the date by which the Company has to consummate a business combination up to nine (9) times (the “Third
Extension”), each such extension for an additional one (1) month period (each an “Extension”), from September 21, 2023
to June 21, 2024 (such date actually extended being referred to as the “Extended Termination Date”). The Company’s
stockholders also approved an amendment to the Investment Management Trust Agreement, dated March 16, 2022 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
(the “Business Combination Period”) under the Trust Agreement from September 21, 2023 to June 21, 2024 (the “Trust
Amendment”) provided that the Company deposits into the trust account established in connection with the Company’s initial
public offering (the “Trust Account”) the sum of $100,000 for each one month extended. In addition, the Company’s stockholders
approved an amendment (the “NTA Amendment”) to Article Sixth, Paragraph D of the Charter to modify the net tangible asset
requirement (the “NTA Requirement”) to state that the Company will not consummate any business combination unless it (i)
has net tangible assets of at least $5,000,001 upon consummation of such business combination, or (ii) is otherwise exempt from the provisions
of Rule 419 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). As a result, from September
2023 through May 2024, a total of nine deposits of $100,000 was made into to the trust account established at the time of the Company’s
initial public offering for the benefit of the public stockholders. Pursuant to the Third Extension, the new deadline for completion
of an initial business combination is June 21, 2024, the ninth additional months of the Third Extension. In
connection with the votes to approve the Company’s Amended and Restated Certificate of Incorporation, 758,539 shares
of Common Stock of the Company were rendered for redemption for an aggregate payment of approximately $8.2 million in October 2023. On
June 18, 2024, the Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation,
as previously amended on September 21, 2023, to extend the date by which the Company has to consummate a business combination up
to twelve (12) times (the “Fourth Extension”), each such extension for an additional one (1) month period, from
June 21, 2024 to June 21, 2025. In connection with the stockholders’ vote at the Annual Meeting, 3,395,590 shares
of common stock were tendered for redemption. As a result, approximately $38,030,691 (approximately $11.20 per share) has been
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. On June 18, 2024,
the Company filed a second amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the
“Charter Amendment”), to extend the date to consummate a business combination until June 21, 2025, as approved by the Company’s
stockholders at the Annual Meeting. Pursuant to the Fourth Extension, the Company has deposited a total of five of $50,000 in the Trust
Account, to initially extend the date by which the Company can complete an initial business combination by two months to November 21,
2024. In
connection with the votes to approve the Company’s Amended and Restated Certificate of Incorporation, 3,395,590 shares
of Common Stock of the Company were rendered for redemption for an aggregate payment of approximately $38.0 million in June 2024. Liquidity
and Going Concern As
of September 30, 2024, the Company had $5,040 in cash held outside its Trust Account available for the Company’s payment of expenses
related to working capital purposes subsequent to the Initial Public Offering and working deficit of $3,798,362. In
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s
Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue
as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability
to continue as a going concern. The management’s plan in addressing this uncertainty is through the Working Capital Loans, as defined
below (see Note 6). In addition, if the Company is unable to complete a Business Combination within the Combination Period by November
21, 2024, if not further extended, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby
a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be
successful within the Combination Period. As a result, management has determined that such condition raise substantial doubt about the
Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty. Inflation
Reduction Act of 2022 On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S.
domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1,
2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount
of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes
of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against
the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The
U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry
out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in
connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the
Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number
of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension
or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances
in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same
taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because
the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax
have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and
in the Company’s ability to complete a Business Combination. At
this time, it has been determined that the IR Act tax provisions have an impact to the Company’s three and six months ended September
30, 2024 and for the year ended March 31, 2024 income tax provision as there were redemptions by the public stockholders in June 2024
and October 2023; as a result, the Company recorded $462,021 and $81,578 excise tax liability as of September 30, 2024 and March
31, 2024, respectively. The Company will continue to monitor for updates to the Company’s business along with guidance issued with
respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. |
