SecProbe.io

CORRESP
1
filename1.htm

    345 Park Avenue

    New York, NY 10154-1895

Direct	 212.407.4000

Main	   212.407.4000

Fax	      212.407.4990

September 26, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy and Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Joanna Lam and Shannon Buskirk

 Re: Goldenstone Acquisition Limited

Form 10-K for the Fiscal Year ended March 31, 2023

Filed July 14, 2023

File No. 001-41328

Dear Ms. Lam and Ms. Buskirk:

On behalf of our
client, Goldenstone Acquisition Limited, a Delaware company (the “Company”), we submit to the staff of the Division
of Corporation Finance of the Commission (the “Staff”) this letter setting forth the Company’s response
to the comments contained in the Staff’s letter dated August 29, 2023 (the “Comment Letter”) regarding
the Company’s Form 10-K for the fiscal year ended March 31, 2023 (the “Original Filing”).

With respect to
each comment, the Company has set forth the proposed revisions to the Original Filing. Assuming these changes are acceptable to the Staff,
the Company would reflect these changes in an amendment to the Original Filing (the “Amended 10-K”), which reflects
the Company’s responses to the comments received from the Staff. For ease of reference, each comment contained in the Comment Letter
is printed below and is followed by the Company’s response.

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.

Response: The Company has disclosed
in the IPO prospectus filed on March 16, 2022 and the Original Filing that the Company will not undertake an initial business combination
with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). Therefore, the
Company does not believe that the Company’s initial business combination transaction will be subject to any PRC regulations concerning
mergers and acquisitions by foreign investors, or any PRC laws or regulations concerning cash flows associated with such business combination,
including shareholder redemption rights. However, there is a possibility that certain PRC government agencies could reach different conclusions,
and therefore, the Company proposes to add the disclosure set forth below in “Part I – Item 1. Business ” of the Amended
10-K accordingly. While as a smaller reporting company the Company is not required to and did not include Risk Factors in the Original
Filing, it would also propose to add certain Risk Factors as set forth below.

Proposed Addition to Business
Section

Permission Required from the PRC
Authorities for a Business Combination and Relevant PRC Regulations

We
are a blank check company incorporated in Delaware with no operations or subsidiaries in China. We are not a PRC operating entity and
currently do not own or control any equity interest in any PRC company or operate any business in China. The China Securities Regulatory
Commission (the “CSRC”) has not issued any definitive rule or interpretation concerning whether listing of our securities
are subject to the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”),
and we believe that we are not required to obtain any licenses or approvals, under applicable PRC laws and regulations, for our listing
on Nasdaq and seeking a target for the initial business combination. Further, according to the Measures for Cybersecurity Review, which
was promulgated on December 28, 2021 and became effective on February 15, 2022, online platform operators holding more than one million
users/users’ individual information shall be subject to cybersecurity review before listing abroad. As we are a blank check company
and are not involved in the collection of personal data of at least 1 million users or implicate cybersecurity and we will not undertake
our initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong
Kong and Macau), we do not believe that we are, or the post-combination entity will be, a “network platform operator(s)”,
or subject to the cybersecurity review of the Cyberspace Administration of China (the “CAC”). As of the date hereof, we have
not received any inquiry, notice, warning, sanction or any regulatory objection to our listing from any relevant PRC authorities.

Further,
we do not consider ourselves a PRC operating entity or a China-based issuer, in particular, as specified in the Trial Administrative Measures
of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines promulgated
by the CSRC on February 17, 2023, which became effective on March 31, 2023. According to the Trial Administration Measures, an issuer
is a “domestic [Chinese] company” if the issuer meets both of the following conditions and thus, subject
to the requirements for domestic [Chinese] companies seeking to offer or list securities overseas, both directly and indirectly, thereunder:
(i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting
year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same
period; and (ii) its major operational activities are carried out in China or its main places of business are located in China, or the
senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China.” We are
a blank check company incorporated in Delaware with no operation of our own except searching for a non-China-based target for our initial
business combination. Furthermore, we do not own or control any equity interest in any PRC company or operate any business in China, and
during the fiscal year ended March 31, 2023, we did not have 50% or more of our total assets, net assets, revenues or profits located
or generated in China.

As
of the date of this Annual Report, no transfers, dividends, or distributions have been made by us. We have not adopted or maintained any
other cash management policies and procedures and need to comply with applicable law or regulations with respect to transfer of funds,
dividends and distributions, if any. Given that we are not a China-based issuer or expect to be a China-based issuer upon the consummation
of our initial business combination, we are not subject to, or are not expected to become subject to, the foreign exchange control rules
of the PRC.

    2

However,
applicable laws, regulations, or interpretations of the PRC may change, and the relevant PRC government agencies could reach a different
conclusion. There is also possibility that we may not be able to obtain or maintain such approval or that we inadvertently concluded that
such approval was not required when in fact it was. If prior approval was required while we inadvertently concluded that such approval
was not required or if applicable laws and regulations or the interpretation of such were modified to require us to obtain the approval
in the future, we may face regulatory actions or other sanctions from relevant Chinese regulatory authorities. These authorities may take
actions that could have a material adverse effect upon our business, financial condition, results of operations, reputation and prospects,
as well as the trading price of our securities. In addition, any changes in the PRC law, regulations, or interpretations may severely
affect our operations. Further, if we are required by the Trial Measures to file with the CSRC, we cannot assure you that we will be able
to complete such filings in a timely manner, or at all. The CSRC or other Chinese regulatory agencies may also take actions requiring
us, or making it advisable for us, be subject to other severe consequences, which would materially affect the interest of the investors.
To that extent, we may not be able to conduct the process of searching for a potential target company. Any failure of us to fully comply
with new regulatory requirements may significantly limit or completely hinder our ability to continue to offer the securities, causing
significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition
and results of operations and cause the securities to significantly decline in value or become worthless.

Proposed Risk Factors

Changes in
the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could
have a significant impact on our business and prospects.

Even though we
are a blank check company incorporated in Delaware, a majority of our officers and directors are either located in China or have significant
ties to China. Accordingly, economic, political and legal developments in the PRC may significantly affect our business and prospects.
Policies, regulations, rules, and the enforcement of laws of the PRC government may change quickly with little advance notice, which can
have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. If those significant ties
continue in existence following our initial business combination, our post-combination entity’s business, financial condition and
results of operations may be subject to changes in policies by the PRC government, including changes in laws, regulations or their interpretation,
particularly those dealing with the internet, including censorship and other restriction on material which can be transmitted over the
internet, security, intellectual property, money laundering, taxation and other laws that affect our post-combination entity’s ability
to operate its business.

    3

Even though
we are not a China-based issuer, the sponsor and a majority of our officers and directors have significant ties to China. The Chinese
government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence its operations
at any time, which could result in a material change in its operations and/or the value of our securities. We are also currently not required
to obtain approval from Chinese authorities to list on U.S. exchanges, however, if the relevant PRC government agencies decide that we
were required to obtain approval and we were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able
to continue listing on a U.S. exchange, which would materially affect the interest of our investors.

The Chinese government
has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and
state ownership. Even though we are not a PRC operating entity or a China-based issuer, the sponsor and a majority of our officers and
directors are located in China. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations
of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations
or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms
and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have
a significant effect on economic conditions in China or particular regions thereof.

It is possible
that in the future, we could be subject to regulation by various political and regulatory entities, including various local and municipal
agencies and government sub-divisions. In that case, we may incur increased costs necessary to comply with existing and newly adopted
laws and regulations or penalties for any failure to comply, and such compliance or any associated inquiries or investigations or any
other government actions may require significant management time and attention; and subject us to remedies, administrative penalties and
even criminal liabilities that may harm the post-combination entity’s business, including fines assessed for its current or historical
operations that it modifies or even cease its business practices.

As we are neither a
China-based company under the Trial Measures nor a PRC operating entity, given that (a) the CSRC currently has not issued any definitive
rule or interpretation concerning whether companies like ours are subject to the M&A Rules; and (b) our company is a blank check company
incorporated in the U.S. rather than in China and currently our company does not own or control any equity interest in any PRC company
or operate any business in China, we believe that we are not required to obtain any licenses or approvals, under applicable PRC laws and
regulations, for our operation or listing on Nasdaq and while seeking a target for the initial business combination. Further, according
to the Measures for Cybersecurity Review, which was promulgated on December 28, 2021 and became effective on February 15, 2022, online
platform operators holding more than one million users/users’ individual information shall be subject to cybersecurity review before
listing abroad. As we are a blank check company and are not involved in the collection of personal data of at least 1 million users or
implicate cybersecurity, we do not believe that we are, or the post-combination entity will be, a “network platform operator(s)”,
or subject to the cybersecurity review of the CAC. As of the date of hereof, we have not received any inquiry, notice, warning, sanction
or any regulatory objection to the listing of our securities on Nasdaq from any PRC authorities.

We do not consider
ourselves a China-based issuer, in particular, as specified in the Trial Administrative Measures of the Overseas Securities Offering and
Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines promulgated by the CSRC on February 17, 2023, which
became effective on March 31, 2023. According to the Trial Administration Measures, an issuer is a “domestic [Chinese] company”
if the issuer meets both of the following conditions and thus, subject to the requirements for domestic [Chinese] companies seeking to
offer or list securities overseas, both directly and indirectly, thereunder: (i) any of the total assets, net assets, revenues or profits
of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure
in the issuer’s audited consolidated financial statements for the same period; and (ii) its major operational activities are carried
out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the
issuer are mostly Chinese citizens or are domiciled in China. Furthermore, we do not own or control any equity interest in any PRC company
or operate any business in China, and during the fiscal year ended December 31, 2022, we do not have 50% or more of our total assets,
net assets, revenues or profits located or generated in China.

    4

However, applicable
laws, regulations, or interpretations of PRC may change, and the relevant PRC government agencies could reach a different conclusion.
There is also a possibility that we may not be able to obtain or maintain such appr