8-K

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

June 18, 2025

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
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(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<br> 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12<br> under the Exchange Act
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☐	Pre-commencement communications pursuant<br> to Rule 14d-2(b) under the Exchange Act
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☐	Pre-commencement communications pursuant<br> to Rule 13e-4(c) under the Exchange Act
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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. ☐

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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 June 18, 2025, 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 June 3, 2025. At the close of business on that date, the Company had 3,442,121 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting. Of the 3,442,121 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting, 2,801,036 shares (or 81.38%), constituting a quorum, were represented in person or by proxy at the Special Meeting. At the Special Meeting, two 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 3 was not voted on at the Special Meeting. The final voting results were as follows:

Proposal 1

The Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation (as previously amended on September 21, 2023 and June 18, 2024), to extend the date by which the Company has to consummate a business combination up to 12 times, each such extension for an additional one (1) month period, from June 21, 2025 to June 21, 2026, based upon the voting results set forth below.

For	Against	Abstain
2,478,385	322,651	0

Proposal 2

The Company’s stockholders approved an amendment to the Investment Management Trust Agreement, dated March 16, 2022 by and between the Company and Continental Stock Transfer & Trust Company (as previously amended on September 21, 2023 and June 18, 2024), 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 June 21, 2025 to June 21, 2026 provided that the Company deposits into the trust account established in connection with the Company’s initial public offering the sum of $50,000 for each month extended, based upon the voting results set forth below.

For	Against	Abstain
2,478,385	322,651	0

The Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation on June 18, 2025 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

The Company has deposited the initial payment of $50,000 in its trust account established at Continental Stock Transfer & Trust Company in connection with its initial public offering, to initially extend the date by which the Company can complete an initial business combination by one month to July 21, 2025.

In connection with the stockholder’s vote at the Special Meeting 1,152,875 shares of common stock were tendered for redemption. As a result, approximately $13,728,996 (approximately $11.9 per share) will be 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. Following redemptions, the Company will have 442,996 shares of public common stock outstanding, and approximately $5,275,412 will remain in the Trust Account.

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)

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: June 24, 2025
GOLDENSTONE ACQUISITION LIMITED
By:	/s/ Eddie Ni
Name:	Eddie Ni
Title:	Chief Executive Officer

2

Exhibit 3.1

Delaware

The First State

I, CHARUNI PATIBANDA-SANCHEZ, SECRETARYOF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “GOLDENSTONEACQUISITION LIMITED”, FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF JUNE, A.D. 2025, AT 2:11 O’CLOCK P.M.

	Charuni Patibanda-Sanchez, Secretary of State
3623587 8100	Authentication: 203992840
SR# 20253115083	Date: 06-20-25
You may verify this certificate online at corp.delaware.gov/authver.shtml

AMENDMENTNO. 3 TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOLDENSTONE ACQUISITION LIMITED

June 18, 2025

Goldenstone Acquisition Limited, a corporation organized and existing under the laws of the State of Delaware (the **“Corporation”)****,**DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is “Goldenstone Acquisition Limited” The original certificate of incorporation (the “OriginalCertificate”) was filed with the Secretary of State of the State of Delaware on September 9, 2020.

2. 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 and June 18, 2024 (the “Amended and Restated Certificate”)****.

3. This Third 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.

4. 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 June 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”

State of Delaware Secretary of State Division of Corporations Delivered 02:11 PM 06/18/2025 FILED 02:11 PM 06/18/2025 SR 20253115083 - File Number 3623587

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:	/s/<br> Eddie Ni
Name:	Eddie Ni
Title:	Chief Executive Officer and Director