Goldenstone Acquisition Ltd.

Chi Special Acquisition Corp. is a blank check company incorporated in Delaware on September 9, 2020, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The company's efforts to identify a prospective target business are not limited to a particular industry or geographic region. The sponsor is Goldenstone Holdings, LLC, which is controlled by Eddie Ni. The company believes its management team's decades of experience in mergers and acquisitions for blank check companies, connections to the global business community including Asia and North America, and experience in business development will allow it to source attractive deals and find compelling investment opportunities from private and public sources to create value for stockholders.

The company's management team is led by Eddie Ni, who brings more than 30 years of investment, business management and entrepreneurial experience. The company believes it has a broad network of contacts and corporate relationships worldwide that makes it efficient at sourcing and evaluating businesses, bridging cultural and language differences to negotiate and execute a transaction, and utilizing worldwide networks and relationships with investment banks and family offices to identify attractive acquisition candidates in the Artificial Intelligent, Green Energy and Electronic Vehicle industries. The company intends to acquire companies with enterprise values of between $150 million and $500 million that are preferably already cash-generative.

The company generates no operating revenues and will not generate any operating revenues until the closing and completion of its initial business combination, at the earliest. The company's entire activity since inception has been limited to organizational activities as well as activities related to the IPO and to consummate a business combination. The company's management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating its business combination.

On March 21, 2022, the company consummated its initial public offering of 5,750,000 units, including the issuance of 750,000 units as a result of the underwriter's full exercise of its over-allotment option. Each unit consists of one share of common stock, par value $0.0001 per share, one redeemable warrant, each warrant entitling the holder thereof to purchase one-half of one share of common stock for $11.50 per whole share, and one right, with each right entitling the holder to 1/10 of one share of common stock. The units were sold at a price of $10.00 per unit, generating gross proceeds to the company of $57,500,000. Simultaneously with the closing of the IPO, the company consummated the private placement with the sponsors and certain other investors of 351,250 private units at a price of $10.00 per private unit, generating total proceeds of $3,512,500.

Upon the closing of the initial public offering on March 21, 2022, a total of $58,362,500 of the net proceeds from the IPO, the Over-Allotment and the Private Placement (including $2,012,500 of the underwriter's deferred commission) was deposited in a trust account established for the benefit of the company's public stockholders. As of March 31, 2026, a total of $18,666,931 including the net proceeds from the IPO and the Private Placement as well as income accrued since the date of the IPO was being held in the trust account. After the payment of IPO transaction costs that amounted to $4,331,021, consisting of $1,150,000 of underwriting discounts and commissions, $2,012,500 of deferred underwriting discounts and commissions, $519,403 of other offering costs, the $441,025 fair value of the 57,500 shares issued to the representative and the $208,093 fair value of the Unit Purchase Option sold to Maxim and considered as part of the transaction costs, $1,045,061 of the net proceeds of the Public Offering and Private Placement was not deposited into the Trust Account and was retained by the company for working capital purposes.

On June 26, 2024, the company entered into a Business Combination Agreement with Infintium Fuel Cell Systems, Inc., Pacifica Acquisition Corp., and Yan (Chris) Feng, pursuant to which Merger Sub would merge with and into Infintium. The board of directors of the company unanimously approved and declared advisable the Agreement, the Merger and the other transactions contemplated by the Agreement. The company filed Amendment No. 1 to its Form S-4 Registration Statement on May 14, 2025. Pursuant to the terms of the Agreement, as amended, the Agreement could be terminated by either the company or Infintium if the transactions contemplated by the 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 Agreement. On March 17, 2026, the company's stockholders approved a proposal to amend the Charter to change the name of the company to Chi Special Acquisition Corp. The company has deposited payments to extend the Combination Period through July 21, 2026, and now has until December 21, 2026 assuming all extensions are made, or such later time as stockholders may approve, to consummate its initial business combination.

For the year ended March 31, 2026, the company incurred a net loss of $414,679, which consisted of formation and operating costs of $856,463, franchise tax expense of $34,250, and income taxes provision of $77,097, partially offset by income from business combination deposits forfeited by the former target company of $200,000 and interest income on the Trust Account of $353,131. For the year ended March 31, 2025, the company generated a net income of $109,366, which consisted of interest income on the Trust Account of $1,330,551 and franchise tax credit of $37,275, partially offset by formation and operating costs of $971,217 and income taxes provision of $287,243.

The company intends to seek target companies that are at an inflection point, such as those requiring additional management expertise, are able to innovate by developing new products or services, or where the company believes it can drive improved financial performance and where an acquisition may help facilitate growth. The company intends to acquire companies with enterprise values of between $150 million and $500 million that are preferably already cash-generative. The company believes its structure as a publicly listed company will make it an attractive business combination partner to prospective target businesses, offering a target business an alternative to the traditional initial public offering that is less expensive and offers greater certainty of execution.

The company intends to seek target companies that offer attractive risk-adjusted equity returns for its stockholders, evaluating financial returns based on the potential for organic growth in cash flows, the ability to achieve cost savings, the ability to accelerate growth including through the opportunity for follow-on acquisitions, and the prospects for creating value through other value creation initiatives. The company intends to seek companies that have trustworthy, talented, experienced, and highly competent management teams, and for target companies that require new management, the company will leverage its team's experience in identifying and recruiting top talent.

The company does not provide specific margin trajectory, cost structure evolution, or efficiency targets in the filing.

The company currently maintains its executive offices at 4360 E. New York Street, Aurora, IL 60504, provided by its sponsor. Upon completion of the initial business combination or the company's liquidation, it will cease paying these monthly fees. The company considers its current office space adequate for its current operations.

The company does not provide specific R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy figures in the filing beyond stating it has not paid any cash dividends and does not intend to pay cash dividends prior to the completion of an initial business combination.

The company faces structural headwinds related to its status as a blank check company with significant ties to China through its sponsor and management. The company's sponsor is controlled by Eddie Ni, and all of its executive officers and four of five directors are US citizens, although several directors have significant ties to China. These ties may make the company a less attractive partner with a non China-based target company, which may therefore limit the pool of acquisition candidates available. The company may also be subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, as the PRC government has initiated a series of regulatory actions to regulate business operations in China with little advance notice.

The company faces execution risk regarding its ability to complete an initial business combination within the required timeframe. If the company is unable to consummate its initial business combination by December 21, 2026 assuming all extensions are made, or such later time as stockholders may approve, it will cease all operations except for the purpose of winding up, redeem 100% of the outstanding public shares at a per-share price equal to the aggregate amount then on deposit in the Trust Account including interest earned (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, and then liquidate and dissolve. The warrants and rights will expire worthless if the company fails to complete its initial business combination within the Combination Period.

The company faces material risk that it may not be able to complete an initial business combination within the required timeframe, as it has until December 21, 2026 assuming all extensions are made, and if unable to do so, it will liquidate and dissolve, with warrants and rights expiring worthless. The company's sponsor and a majority of its officers and directors have significant ties to China, and the Chinese government may exercise significant oversight and discretion over the conduct of the company's 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 its securities. The company is currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, but if the relevant PRC government agencies decide that approval was required and it is denied, the company will not be able to continue listing on a U.S. exchange, which would materially affect the interest of investors. The company may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by CFIUS, or ultimately prohibited, as two members of Goldenstone Capital LLC, one of the sponsor entities, are foreign persons. As of March 31, 2026, the company had only $5,618 in cash outside the Trust Account and a working capital deficit of $11,591,904, and management has determined that these conditions raise substantial doubt about the company's ability to continue as a going concern.

Management's message emphasizes the company's strategy to identify and complete a business combination that creates long-term value for stockholders, capitalizing on the comprehensive experience and contacts of its executive officers and directors. The team is led by Eddie Ni, who brings more than 30 years of investment, business management and entrepreneurial experience. Management highlights the company's competitive advantages including an experienced management team with a proven track record, status as a publicly listed company offering an alternative to traditional IPOs, and a strong financial position with funds held in the Trust Account. The company's business strategy focuses on acquiring companies with enterprise values of between $150 million and $500 million that are preferably already cash-generative, with predictable revenue visibility and defensible market position, and that can benefit from being a U.S. public company. Management has identified specific criteria for evaluating prospective target businesses including advantage of the niche deal size, predictable revenue visibility with defensible market position, benefits from being a U.S. public company, and exceptional management and governance. The company has deposited payments to extend the Combination Period through July 21, 2026, and now has until December 21, 2026 assuming all extensions are made, or such later time as stockholders may approve, to consummate its initial business combination.