GDST 10-K & 10-Q changes, risk factors and insider trading

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 JuneJuly 21, 20252026 (if the Company extends the Business Combination Period to the deadline) because of the length of the review process 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.”

References to the “Company,” “Chi Special”, “Goldenstone”, “our,” “us” or “we” refer to Goldenstone Chi Special Acquisition Limited.Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

If we have not completed our initial business combination by JuneJuly 21, 2026 2025,if we don’t further extend, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ 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 the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On June 26, 2024, the Company entered into a Business Combination Agreement (the “Agreement”) with Infintium, Pacifica Acquisition Corp., a Delaware corporation (“Merger Sub”) and wholly-owned subsidiary of the Registrant, and Yan (Chris) Feng, solely in his capacity as representative, agent and attorney-in-fact of Infintium Securityholders (the “Securityholder Representative,” and, together with Infintium, the Company, Merger Sub, the “Parties”), pursuant to which Merger Sub will merge with and into Infintium (the “Merger”), with Infintium surviving the Merger as a wholly-owned subsidiary of the Company. In connection with the Merger, the Company will change its name to “Infintium Fuel Cell Systems Holdings, Inc.” The board of directors of the Company has unanimously (i) approved and declared advisable the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) resolved to recommend approval of the Agreement and related matters by the stockholders of the Registrant once the Registration Statement has been declared effective. The Company filed its initial Form S-4 Registrant Statement on January 30, 2025 and filed four amendments to the Form S-4 on April 24, 2025, May 14, 2025, June 20, 2025, July 18, 2025, and August 5, 2025, however, there is no assurance that the Registration Statement will be declared effective or that the Business Combination will be completed.

On September 21, 2023, the Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination up to nine (9) times (the “Third Extension”), each such extension for an additional one (1) month period (each an “Extension”), from September 21, 2023 to June 21, 2024 (such date actually extended being referred to as the “Extended Termination Date”). The Company’s stockholders also approved an amendment to the Investment Management Trust Agreement, dated March 16, 2022 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 (the “Business Combination Period”) under the Trust Agreement from September 21, 2023 to June 21, 2024 (the “Trust Amendment”) provided that the Company deposits into the Trust Account established in connection with the Company’s initial public offering (the “Trust Account”) the sum of $100,000 for each one month extended. In addition, the Company’s stockholders approved an amendment (the “NTA Amendment”) to Article Sixth, Paragraph D of the Charter to modifyremove the net tangible asset requirement (the “NTA Requirement”) to stateno longer require that the Company will not consummate any business combination unless it (i) has net tangible assets of at least $5,000,001 upon consummation of such business combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The requirement of having net tangible assets of at least $5,000,001 upon such consummation of a Business Combination was removed in connection with the September 21, 2023 amendments to the Trust and Charter Agreement. As a result, from September 2023 through May 2024, a total of nine deposits of $100,000 waswere made into to the Trust Account established at the time of the Company’s initial public offering for the benefit of the public stockholders. Pursuant to the Third Extension, the new deadline for completion of an initial business combination was June 21, 2024, the ninth additional months of the Third Extension.

Our entire activity since inception up to March 31, 20252026 washas inbeen connectionlimited withto ourorganizational searchactivities foras well as activities related to the IPO and to consummate a targetBusiness forCombination. our initial business combination. We will not generate any operating revenues until the closing and completion of our initial business combination, at the earliest. On June 26, 2024, the Company entered into a Business Combination Agreement as discussed above. The Company filed its initial Form S-4 Registrant Statement on January 30, 2025 and filed twofour amendments to the Form S-4 on April 24, 2025 and 2025, May 14, 2025, June 20, 2025, July 18, 2025, and August 5, 2025, however, there is no assurance that the Registration Statement will be declared effective or that the Business Combination will be completed. Pursuant to the terms of the Business Combination Agreement, as amended, the Business Combination Agreement could be terminated by either the Company or Infintium if the transactions contemplated by the Business Combination Agreement were not consummated by September 30, 2025. By letter dated October 1, 2025, Infintium informed the Company that it was exercising its right to terminate the Business Combination Agreement.

As of March 31, 2025,2026, we had $14,692$5,618 in cash in our operating account as compared to cash of $30,823$14,692 at March 31, 20242025 and working capital deficit of $4,217,347$11,591,904 as compared to $2,870,013$4,217,347 at March 31, 2024. 2025. The change in liquidity is attributable to cash used in operating activities of $1,493,543 and$248,866, cash used in financing activities of $36,858,379,$12,905,502 and andpartially offset by cash provided by investing activities of $38,335,791.$13,145,294.

For the year ended March 31, 2024,2026, there was $7,581,747$12,905,502 of cash providedused in by investingfinancing activities resulting from the withdrawalredemption of ancommon investment held in the Trust Account for payment to redeeming stockholdersstock of $8,157,801,$13,868,502 theand withdrawalrepayments of anworking investmentcapital heldloans infrom theour Sponsor Trust Account amounting to $698,946,$80,000, offset by the purchaseproceeds offrom investmentworking heldcapital inand Trustextension Accountloans from our Sponsor amounting to $1,275,000.$1,043,000.

We had until 12 months from the closing of the Initial Public Offering to consummate an initial Business Combination. However, if we anticipate that itwe may not be able to consummate our initial Business Combination within 12 months, we may extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of up to 21 months to complete a Business Combination). Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and the trustee, in order to extend the time available for us to consummate our initial Business Combination, our sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the Trust Account $575,000 ($0.10 per share) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,725,000, or $0.30 per share if the Company extends for the full nine months). On September 21, 2023, our stockholders approved the amendment to our Amended and Restated Certificate of Incorporation to extend the date by which we have to consummate a business combination up to nine (9) times, each such extension for an additional one month period, from September 21, 2023 to June 21, 2024, and must deposit into the Trust Account in the sum of $100,000 for each one month extended. On June 18, 2024, the Company’s stockholders approved a second amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination up to twelve (12) times, each such extension for an additional one month period, from June 21, 2024 to June 21, 2025, and must deposit into the Trust Account in the sum of $50,000 for each one month extended. Any such payments would be made in the form of a loan. On June 18, 2025, 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 twelve (12) times, each such extension for an additional one (1) month period, from June 21, 2025 to June 21, 2026, and must deposit into the trust account in the sum of $50,000 for each one month extended. On March 17, 2026, the Company’s stockholders approved a proposal to amend the Charter to provide that the time for the Company to complete its initial business combination under the Trust Agreement from March 21, 2026 to December 31, 2026 provided that the Company deposits into the trust account established in connection with the Company’s initial public offering the sum of $1,500 for each month extended. Any such loans will be non-interest bearing and payable upon the consummation of our initial Business Combination. If we complete our initial Business Combination, we would either repay such loaned amounts out of the proceeds of the Trust Account released to us, or up to $1,725,000 of such loans may be convertible into private units at a price of $10.00 per unit at the option of the lender. The Sponsor has informed Goldenstone that it does not anticipate converting any of the loans into private units.

In connection with our assessment of going concern considerations in accordance with Financial Accounting StandardStandards Board’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the Working Capital Loans. In addition, if we are unable to complete a Business Combination within the Combination Period Period by JuneMarch 21, 2025,2026, if not further extended, our board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of us. There is no assurance that our plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such conditions raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements doesdo not include any adjustments that might result from the outcome of this uncertainty.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidanceFor ispublic business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. TheWe Company is currently evaluating the potential impact of adoptingadopted this new guidance on April 1, 2025 and provided additional required disclosures in the Company’s consolidated financial statements andfor relatedthe disclosures.year ended March 31, 2026.

We sold to the underwriters, for $100, a Unit Purchase Option (“UPO”) to purchase 270,250 Units exercisable at $11.00 per Unit, an aggregate exercise price of $2,972,750, commencing on the later of the first anniversary the effective date of the registration statement related to the Initial Public Offering and the consummation of a Business Combination. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement related to the Initial Public Offering.

If we have not completed our initial business combination by AugustMarch 21, 20252026 if we don’t further extend , we will: (i) cease all operations except for the purpose of of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public public shares, which redemption will completely extinguish public stockholders’ 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 the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On June 18, 2025, the Company’s stockholders 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 twelve (12) times, each such extension for an additional one (1) month period, from June 21, 2025 to June 21, 2026. In connection with the stockholders’ vote at the Annual Meeting, 1,152,875 shares of common stock were tendered for redemption. As a result, $13,510,111$13,868,502 (approximately $11.72 $12.03 per share) has been removed from the Company’s Trust Account in July and December 2025 to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as United States income taxes and franchise taxes, but not including any excise tax, since that date. As of September 30, 2025, payables due to the redeeming shareholders of the 1,152,875 shares amounted to $383,578 and the Company is in the process working with the Trustee to distribute this balance to the redeeming shareholders. Following redemptions, the Company has 442,996 shares of public common stock outstanding. Pursuant to the Fifth Extension, the Company has deposited a total of fivenine of $50,000 in the Trust Account, to initially extend the date by which the Company can complete an initial business combination by fivenine months to NovemberMarch 21, 2025.2026.

Our entire activity since inception up to SeptemberDecember 30,31, 2025 has been limited to organizational activities as well as activities related to the IPO and to consummate a Business Combination. We will not generate any operating revenues until the closing and completion of our initial business combination, at the earliest. On June 26, 2024, the Company entered into a Business Combination Agreement as discussed above. The Company filed its initial Form S-4 Registrant Statement on January 30, 2025 and filed four amendments to the Form S-4 on April 24, 2025, May 14, 2025, June 20, 2025, July 18, 2025, and August 5, 2025, however, there is no assurance that the Registration Statement will be declared effective or that the Business Combination will be completed. Pursuant to the terms of the Business Combination Agreement, as amended, the Business Combination Agreement could be terminated by either the Company or Infintium if the transactions contemplated by the Business Combination Agreement were not consummated by September 30, 2025. By letter dated October 1, 2025, Infintium informed the Company that it was exercising its right to terminate the Business Combination Agreement.

For the three months ended SeptemberDecember 30,31, 2025, we incurred a net loss of $179,589,$108,214, which consisted of formation and operating costs of $198,884,$143,610, franchise tax expense of $8,400, and income taxes provision of $26,539,$9,410, partially offset by interest income on the Trust Account of $54,234.$53,206.

For the three months ended SeptemberDecember 30,31, 2024, we generated a net income of $58,624,$18,240, which consisted of interest income on the trustTrust accountAccount of $232,158,$211,618, partially offset by formation and operating costs of $113,854,$136,809, franchise tax expense of $13,832$15,353 and income taxes provision of $45,848.$41,216.

For the sixnine months ended SeptemberDecember 30,31, 2025, we incurred a net loss of $415,416,$523,630, which consisted of formation and operating costs of $578,707,$722,317, franchise tax expense of $21,000,$29,400, and income taxes provision of $64,816,$74,226, partially offset by interest income on the Trust Account of $249,107.$302,313.

For the sixnine months ended SeptemberDecember 30,31, 2024, we generated a net income of $81,219,$99,459, which consisted of interest income on the trustTrust accountAccount of $925,418,$1,137,036, partially offset by formation and operating costs of $629,217,$766,026, franchise tax expense of $26,132$41,485 and income taxes provision of $188,850.$230,066.

As of SeptemberDecember 30,31, 2025, we had $371,603$24,330 in cash in our operating account as compared to cash of $14,692 at March 31, 2025 and working capital deficit of $5,290,212$5,814,103 as compared to $4,217,347 at March 31, 2025. The change in liquidity is attributable to cash used in operating activities of $92,485,$216,654, cash used in financing activities of $13,185,111,$13,020,502, and partially offset by cash provided by investing activities of $13,634,507.$13,246,794.

For the sixnine months ended SeptemberDecember 30,31, 2025, there was $92,485$216,654 of cash used in operating activities resulting from interest income earned on investment held in Trust Account amounting to to $249,107,$302,313, net loss of $415,416,$523,630, the increase in prepaid expenses of $9,999 and non-cash deferred tax benefit of $10,223,$10,168, and partially offset by the decrease in prepaid expenses of $2,226, the decrease in prepaid income taxes of $264,937,$274,291, the decrease in prepaid franchise taxes of $21,000,$20,405, and the increase in accrued expenses of $294,098.$334,760.

For the sixnine months ended SeptemberDecember 30,31, 2024, there was $1,067,424$1,275,758 of cash used in operating activities resulting from interest income earned on investment held in Trust Account amounting to $925,418,$1,137,036, and non-cash deferred tax benefit of $35,347,$36,551, increase in prepaid expensesincome taxes of $43,956,$192,613, decrease in income tax payable of of $358,882, and offset by net income of $81,219,$99,459, decrease in prepaid expenses of $58,250, increase in accrued expenses of $188,828,$251,320, and increase in franchise tax payable of $26,132.$40,295.

For the sixnine months Septemberended 30,December 31, 2025, there was was $13,634,507$13,246,794 of cash provided by investing activities resulting from the withdrawal of an investment held in the Trust Account for payment payment to redeeming stockholders of $13,510,111,$13,868,502, the withdrawal of an investment held in the Trust Account amounting to $324,396, offset by the purchase of investment held in Trust Account amounting to $200,000.$946,104.

For the sixnine months Septemberended 30,December 31, 2024, there was was $38,375,986$38,332,714 of cash provided by investing activities resulting from the withdrawal of an investment held in the Trust Account for payment payment to redeeming stockholders of $38,044,345, the withdrawal of an investment held in the Trust Account amounting to $731,641,$838,369, offset by the purchase of investment held in Trust Account amounting to $400,000.$550,000.

For the sixnine months ended SeptemberDecember 30,31, 2024,2025, there was $37,334,345$13,020,502 of cash used in financing activities resulting from the redemption of common stock of $38,044,345$13,868,502 and repayments of working capital loans from our Sponsor amounting to $130,000,$80,000 offset by the proceeds from working capital and extension loans from our Sponsor amounting amounting to $840,000.$928,000.

As of SeptemberDecember 30,31, 2025 and March 31, 2024, we had $3,301,966$3,824,966 and $2,976,9660, respectively, of borrowings under the working capital and extension loans.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the Working Capital Loans. In addition, if we are unable to complete a Business Combination within the Combination Period by AugustMarch 21, 2025,2026, if not further extended, our board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of us. There is no assurance that our plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such conditions raise substantial doubt about our ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We adopted this new guidance on April 1, 2025, and it did not have any impact on our unaudited condensed consolidated financial statements and related disclosures. We will provide the additional required disclosures in the consolidated financial statements for the year ended March 31, 2026 consolidated financial statements.2026.