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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 21, 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 4.01 Changes in Registrant’s Certifying Accountant.

 

a) Dismissal of Independent Registered Public Accounting Firm.

 

Based on information provided by Friedman LLP (“Friedman”), the independent registered public accounting firm of Goldenstone Acquisition Corporation (the “Company”), effective September 1, 2022, Friedman combined with Marcum LLP (“Marcum”) and continued to operate as an independent registered public accounting firm. Friedman continued to serve as the Company’s independent registered public accounting firm through October 19, 2022. On October 21, 2022, the Company dismissed Friedman and engaged Marcum to serve as the independent registered public accounting firm of the Company for the year ending March 31, 2023, effective immediately. On October 21, 2022, an engagement letter was executed by Marcum and the Company, effectively immediately. The services previously provided by Friedman will now be provided by Marcum. The decision to change accountants was expressly approved by the Chairman of the Company’s Audit Committee.

 

Friedman’s reports on the Company’s financial statements from September 9, 2020 (inception) through March 31, 2021 and for the fiscal year ended March 31, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports on the financial statements of the Company contained an uncertainty about the Company’s ability to continue as a going concern.

 

During the period from September 9, 2020 (inception) through March 31, 2021 and the fiscal year ended March 31, 2022, and the subsequent interim period through October 21, 2022, there were no disagreements with Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Friedman, would have caused Friedman to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such periods. Also during this time, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided Friedman with a copy of the above disclosures and requested that Friedman furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. A copy of Friedman’s letter, dated November 14, 2022, is attached as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) Appointment of New Independent Registered Public Accounting Firm.

 

On October 21, 2022, the Company engaged Marcum as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023, effective immediately. During the period from September 9, 2020 through March 31, 2021, the fiscal year ended March 31, 2022 and the interim period through October 21, 2022, neither the Company nor anyone on its behalf consulted with Marcum regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
16.1   Letter from independent public accountant
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: November 14, 2022  
   
GOLDENSTONE ACQUISITION LIMITED  
   
By: /s/ Eddie Ni  
Name:  Eddie Ni  
Title: Chief Executive Officer  

 

 

2

 

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