SEC Comment Letter 0000000000-23-011293 to Goldenstone Acquisition Ltd. (GDST, GDSTR, GDSTU, GDSTW) (CIK 0001858007) (GDST)
Goldenstone Acquisition Ltd. (GDST, GDSTR, GDSTU, GDSTW) (CIK 0001858007)
Date: Oct. 16, 2023 · CIK: 0001858007 · Accession: 0000000000-23-011293
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File numbers found in text: 001-41328
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United States securities and exchange commission logo
October 16, 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
Response dated September 26, 2023
File No. 001-41328
Dear Eddie Ni:
We have reviewed your September 26, 2023 response to our comment letter and have the
following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our August 29, 2023
letter.
Form 10-K for the fiscal year ended March 31, 2023
Business, page 1
1.We note your response to prior comment 3 and reissue in part. We note you indicate that
your officers and four of five of your directors are US citizens. The fifth director, Nan
Sun, is a Chinese citizen. Further, there is uncertainty if any officers and directors of the
post-combination entity will be located inside the Unites States. Please amend your
disclosures to clearly identify which officers and directors are currently located in China
or Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce
judgments on those individuals.
FirstName LastNameEddie Ni
Comapany NameGoldenstone Acquisition Ltd.
October 16, 2023 Page 2
FirstName LastName
Eddie Ni
Goldenstone Acquisition Ltd.
October 16, 2023
Page 2
Risk Factor, page 10
2.We note your response to prior comment 6, indicating that you may be required to
liquidate if you cannot complete an initial business combination by June 21, 2014.
However, in your Form 8-K filed on September 28, 2023, you indicated the initial
business combination date has been extended to June 21, 2024. Please resolve this
inconsistency and amend your disclosures accordingly.
Please contact Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation