8-K
Goldenstone Acquisition Ltd. (GDST)
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
March 17, 2026
Date of Report (Date of earliest event reported)
Goldenstone Acquisition Limited
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41328 | 85-3373323 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer <br><br>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:
None
Securities registered pursuant to Section 12(g)of the Act:
Units, each consisting of one share of Common Stock and one Redeemable Warrant and one Right
Common Stock, par value $0.0001 per share
Redeemable Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50 per whole share
One Right to receive 1/10th of one share of Common Stock
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 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGEIN FISCAL YEAR.
The disclosure set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
ITEM 5.07 SUBMISSION OF A MATTER TO A VOTEOF SECURITY HOLDERS.
On March 17, 2026, the Company held a Special Meeting of Stockholders (the “Special Meeting”). The record date for the stockholders entitled to notice of, and to vote at, the Special Meeting was February 26, 2026. At the close of business on that date, the Company had 2,289,246 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting. Of the 2,289,246 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting, 1,441,398 shares (or 62.96%), constituting a quorum, were represented in person or by proxy at the Special Meeting. At the Special Meeting, four proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission. Proposal 5 was not voted on at the Special Meeting. The final voting results were as follows:
Proposal 1
The Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation, as amended, to extend the date by which the Company has to consummate a business combination until December 21, 2026, each such extension for an additional one (1) month period, from March 21, 2026 to December 21, 2026. Approval of the Extension Amendment Proposal required the affirmative vote of a majority of the shares outstanding. The Extension Amendment Proposal received the following votes:
| For | Against | Abstain |
|---|---|---|
| 1,432,998 | 8,400 | 0 |
Proposal 2
The Company’s stockholders approved a proposal to amend the Investment Management Trust Agreement, dated March 16, 2022 by and between the Company and Continental Stock Transfer& Trust Company (as previously amended) (the “Charter”), 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 under the Trust Agreement from March 21, 2026 to December 31, 2026 provided that the Company deposits into the trust account established in connection with the Company’s initial public offering the sum of $1,500 for each month extended, based upon the voting results set forth below.
| For | Against | Abstain |
|---|---|---|
| 1,432,998 | 8,400 | 0 |
Proposal 3
The Company’s stockholders approved a proposal to amend the Company’s Charter to remove the restriction on the Company’s ability to undertake an initial business combination with any entity or business based in, or with its principal or a majority of its business operations (either directly or through any subsidiaries) in, the People’s Republic of China (including Hong Kong or Macau), based on the voting results set forth below:
| For | Against | Abstain |
|---|---|---|
| 1,441,398 | 0 | 0 |
1
Proposal 4
The Company’s stockholders approved a proposal to amend the Company’s Charter to change the name of the Company to “Chi Special Acquisition Company” based on the voting results set forth below:
| For | Against | Abstain |
|---|---|---|
| 1,441,398 | 0 | 0 |
The Company filed a Certificate of Amendment to its Charter on March 23, 2026 reflecting the amendments approved at the Special Meeting. A copy of the Company’s Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference.
Item 8.01 Other Events
In connection with the stockholder’s vote at the Special Meeting 422,840 shares of common stock were tendered for redemption. Following redemptions, the Company will have 20,156 shares of public common stock outstanding.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Amendment |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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: March 23, 2026 | |
|---|---|
| GOLDENSTONE ACQUISITION LIMITED | |
| By: | /s/ Eddie Ni |
| Name: | Eddie Ni |
| Title: | Chief Executive Officer |
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Exhibit 3.1
AMENDMENT NO. 4 TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
GOLDENSTONE ACQUISITION LIMITED
[ ], 2026
Goldenstone Acquisition Limited, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
The name of the Corporation is “Goldenstone Acquisition Limited” The original certificate of incorporation (the “Original Certificate”) was filed with the Secretary of State of the State of Delaware on September 9, 2020.
On March 16, 2022, in connection with the IPO, the Company adopted its Amended and Restated Certificate of Incorporation, which was subsequently amended on September 21, 2023, June 18, 2024 and June 18, 2025 (the “Amended and Restated Certificate”).
This Fourth Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
The text of paragraph E of Article Sixth is hereby amended and restated to read in full as follows:
“In the event that the Corporation does not consummate a Business Combination by December 21, 2026 (such date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ 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 approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the board of directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes divided by the total number of IPO Shares then outstanding”
The text of paragraph D of Article Sixth is hereby amended to delete the last sentence in its entirety.
The text of Article First is hereby amended and restated in its entirety to read as follows:
“The name of the corporation is Chi Special Acquisition Corp. (hereinafter called the “Corporation”).
IN WITNESS WHEREOF, Goldenstone Acquisition Limited has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
| Goldenstone Acquisition Limited | |
|---|---|
| By: | |
| Name: | Eddie Ni |
| Title: | Chief Executive Officer and Director |