Current Report Filing (8-k)

 

 

United States

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

 

Form 8-K 

 

Current Report  

Pursuant to Section 13 or 15(d) of the  

Securities Exchange Act of 1934

 

March 8, 2023

Date of Report (Date of earliest event reported)

 

Goldenstone Acquisition Limited

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		1-41328		85-3373323
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

4360 E. New York St. Aurora, IL		60504
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one Redeemable Warrant and one Right		GDSTU		The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share		GDST		The Nasdaq Stock Market LLC
Redeemable Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50 per whole share		GDSTW		The Nasdaq Stock Market LLC
One Right to receive 1/10th of one share of Common Stock		GDSTR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

a) Dismissal of Independent Registered Public Accounting Firm.

 

Goldenstone Acquisition Corporation (the “Company”) dismissed Marcum LLP (“Marcum”), its independent registered public accounting firm, effective March 8, 2023. The Company appointed Marcum Asia CPAs LLP (“Marcum Asia”), an affiliate of Marcum, as its independent registered public accounting firm on March 8, 2023. Marcum continued to serve as the Company’s independent registered public accounting firm through March 8, 2023. The services previously provided by Marcum will now be provided by Marcum Asia. The decision to change accountants was expressly approved by the Chairman of the Company’s Audit Committee.

 

Marcum’s reports on the Company’s financial statements for the period from October 21, 2022 through March 8, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports on the financial statements of the Company contained an uncertainty about the Company’s ability to continue as a going concern.

 

During the period from October 21, 2022 through March 8, 2023, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such periods. Also during this time, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided Marcum with a copy of the above disclosures and requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. A copy of Marcum’s letter, dated March 14, 2023, is attached as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) Appointment of New Independent Registered Public Accounting Firm.

 

On March 8, 2023, the Company engaged Marcum Asia as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023, effective March 8, 2023. During the fiscal year ended March 31, 2022 and the interim period through March 8, 2023, neither the Company nor anyone on its behalf consulted with Marcum Asia regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
16.1		Letter from independent public accountant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 14, 2023
GOLDENSTONE ACQUISITION LIMITED
By:	/s/ Eddie Ni
Name:	Eddie Ni
Title:	Chief Executive Officer

 

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