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    345 Park Avenue
    Direct
    212.407.4000

    Main
    212.407.4000

    New York, NY 10154-1895
    Fax
    212.407.4990

November 6, 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 October 16, 2023 (the “Comment Letter”) regarding the Company’s
Form 10-K for the fiscal year ended March 31, 2023 (the “Original Filing”) and the Company’s letter to
the Staff dated September 26, 2023 (the “Initial Response Letter”).

For ease of reference, each
comment contained in the Comment Letter is printed below and is followed by the Company’s response. With respect to each comment,
the Company has set forth the proposed revisions to the Original Filing and have marked the proposed changes from the Company’s
proposed revisions in response to the Initial Response Letter.. 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”).

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.

Response: Mr. Sun, while
a Chinese citizen, resides in the United States so it would not be accurate to identify him as someone who resides in China or Hong Kong.
Please see the proposed marked changes to the proposed disclosure provided in the Initial Response Letter.

Enforceability
of Civil Liability

Our officers and
four of five of our directors are US citizens and reside in the United States.
The fifth director, Nan Sun, is a Chinese citizen and also resides in the United States.
Further, there is uncertainty if any officers and directors of the post-combination entity will be located inside the United States.
As a result, it may be difficult, or in some cases not possible, for investors in the United States to effect service of process within
the United States upon us or  any future director or officer that resides in China or Hong
Kong, or to enforce judgments in China, Macau or Hong Kong that are obtained in U.S. courts against us or them, including judgments
predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may
also be difficult for you to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts based on the civil liability
provisions of the U.S. federal securities laws against us or any future director or officer
that resides in China or Hong Kong and our officers and directors.

The recognition
and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign
judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where
the judgment is made or on principles of reciprocity between jurisdictions. At present, the PRC does not have treaties providing for the
reciprocal recognition and enforcement of judgments of courts with the United States and many other countries and regions, and you may
have to incur substantial costs and contribute significant time to enforce civil liabilities and criminal penalties in reliance on legal
remedies under PRC laws. As a result, there is no guarantee that a PRC court would enforce a judgment rendered by a court in the U.S.
Recognition and enforcement in the PRC of judgement of United States courts in relation to any matter not subject to a binding arbitration
provision may be difficult or impossible.

Risk Factor

You may experience difficulties
in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in
the annual report prospectus based on foreign laws. It will be
difficult for you or overseas regulators to conduct investigations or collect evidence within China.

It
may be difficult for investors to effect service of process within the United States upon us or
any future director or officer that resides in China or Hong Kong or
these persons, or to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts against us or
any future director or officer that resides in China or Hong Kong or them, including judgments predicated upon
the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult
for you to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts based on the civil liability provisions of
the U.S. federal securities laws against us or any future director or officer that resides
in China or Hong Kong and our officers and directors.

The
recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize
and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties
between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. At present, China does
not have any treaties or other forms of written arrangement with the U.S. that provide for the reciprocal recognition and enforcement
of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment
against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty,
security, or public interest. As a result, there is no guarantee that a PRC court would enforce a judgment rendered by a court in the
U.S.

It
will be difficult for you or overseas regulators to conduct investigations or collect evidence within China. Although the authorities
in China may establish a regulatory cooperation mechanism with its counterparts of another country or region to monitor and oversee cross-border
securities activities, such regulatory cooperation with the securities regulatory authorities in the United States may not be efficient
in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or “Article
177,” which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence
collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed
to provide documents or materials related to securities business activities to foreign agencies without prior consent from the securities
regulatory authority of the State Council and the competent departments of the State Council.

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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.

Response: The Risk Factor
has been corrected to eliminate the typographical error. The change from the prior response is marked below.

Our board of directors
consists of five members. All but one of our directors is a citizen of the United States. In addition, two members of Goldenstone Capital
LLC, one of our sponsor entities, are foreign persons. In addition, we have not yet entered into an agreement for our initial business
combination. Therefore, we do not know whether the target or the nature of its business could make the transaction subject to U.S. foreign
regulations or review by a U.S. government entity. As a result, it is possible that the Business Combination may be subject to a CFIUS
review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include
certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying
U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments
to mandatory filings. If the Business Combination falls within CFIUS’s jurisdiction, we may determine that we are required to make
a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying
CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial
business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order
us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the
attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial
to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may
be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar
foreign ownership issues.

Moreover, the process of government review, whether
by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete
an initial business combination by June 21, 2014 2024 if the Company
extends the Business Combination Period to the fullest extent) because the review process drags on beyond such timeframe or because our
initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. This
will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment
through any price appreciation in the combined company.”

* * * * *

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Please do not hesitate to
contact Joan Guilfoyle at (202) 524-8467 or Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding
this letter.

    Sincerely,

    /s/ Giovanni Caruso

    Loeb & Loeb LLP

cc: Eddie Ni

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