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August 29, 2023
Eddie Ni
Chief Executive Officer
Goldenstone Acquisition Ltd.
4360 E. New York Street
Aurora, IL 60504
Re:Goldenstone Acquisition Ltd.
Form 10-K for the fiscal year ended March 31, 2023
Filed July 14, 2023
File No. 001-41328
Dear Eddie Ni:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended March 31, 2023
Business, page 1
1.Please address specifically any PRC regulations concerning mergers and acquisitions by
foreign investors that your initial business combination transaction may be subject to,
including PRC regulatory reviews, which may impact your ability to complete a business
combination in the prescribed time period.  Also address any impact PRC law or
regulation may have on the cash flows associated with the business combination,
including shareholder redemption rights.
2.Please revise to disclose in the introduction to your Business section that your sponsor and
a majority of your executive officers and/or directors having significant ties to China may
make you a less attractive partner to a non China-based target company, which may
therefore limit the pool of acquisition candidates.

 FirstName LastNameEddie  Ni
 Comapany NameGoldenstone Acquisition Ltd.
 August 29, 2023 Page 2
 FirstName LastNameEddie  Ni
Goldenstone Acquisition Ltd.
August 29, 2023
Page 2
3.Please include a separate section on enforcement of liabilities addressing the enforcement
risks related to civil liabilities due to your sponsor and some of your officers and directors
being located in China or Hong Kong.  For example, revise to discuss more specifically
the limitations on investors being able to effect service of process and enforce civil
liabilities in China, lack of reciprocity and treaties, and cost and time constraints.  Also,
please disclose these risks in the business section, which should contain disclosures
consistent with the separate section.  Additionally, please identify each officer and
director located in China or Hong Kong and disclose that it will be more difficult to
enforce liabilities and enforce judgments on those individuals.
Summary of Risk Factors, page 9
4.In your summary of risk factors, disclose the risks that the majority of your directors and
officers being based in or having significant ties to China poses to investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in this filing.  For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your search for a target company or completion of your initial business
combination at any time, which could result in a material change in your operations.
5.Disclose each permission or approval that you or your officers and directors are required
to obtain from Chinese authorities to search for a target company.  State whether your
directors and officers are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied.  Please also describe the consequences to you and your investors if your officers
and directors (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
Risk Factors, page 10
6.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination.  For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.  Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time

 FirstName LastNameEddie  Ni
 Comapany NameGoldenstone Acquisition Ltd.
 August 29, 2023 Page 3
 FirstName LastName
Eddie  Ni
Goldenstone Acquisition Ltd.
August 29, 2023
Page 3
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate.  Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.  Please include an example of
your intended disclosure in your response and confirm that you will provide these
disclosures in your future periodic filings.
7.Given the Chinese government’s significant oversight and discretion over the conduct of
your directors’ and officers’ search for a target company, please revise to highlight
separately the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your search.
8.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, please revise your disclosure to explain how this
oversight impacts your officers and directors and to what extent you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date.
Controls and Procedures, page 16
9.Please amend your filing to provide a report of management on your internal control over
financial reporting pursuant to Item 308 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation