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Goldenstone Acquisition Limited *

Goldenstone Acquisition Limited *

Jun 21, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Infintium Fuel Cell Systems Holdings, Inc.

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Goldenstone Acquisition Limited proposes to combine with Infintium Fuel Cell Systems Holdings, Inc.

Founded in 2007, Infintium Fuel Cell Systems, Inc., develops advanced hydrogen fuel cell technologies and products for heavy duty transportation vehicles such as forklift trucks for material handling. Infintium is committed to reinventing hydrogen fuel cells to facilitate reliable, safe, efficient and carbon-free transportation and accelerating the development of hydrogen economy for the commercial and industrial markets. With higher energy density, much shorter time required to refill, longer miles coverage, longer service life, and stable performance under harsher working conditions than electric batteries, Infintium believes its hydrogen fuel cells bring clear advantages compared to electrical batteries in diversified industrial applications, particularly those batteries for heavy-duty transportation.

TRANSACTION

  • Under the terms of the Business Combination Agreement, the transaction values Infintium at an equity value of $130 million.
  • The Business Combination would provide approximately $18 million in gross cash proceeds to Infintium at closing, before transaction expenses and assuming no redemptions of shares by Goldenstone’s existing public stockholders.
  • Existing Infintium stockholders are rolling 100% of their equity into the combined company post-Business Combination.
  • Completion of the proposed Business Combination is expected to happen by the first quarter of 2025.

SPAC FUNDING

  • The SPAC shall obtain financing with a minimum aggregate principal amount of $3,000,000, which may be in the form of Bridge Financing.

EARNOUT

  • Company
    • 1,500,000 Shares can be earned by achieving the following milestones:
      • 33.3% if the share price equals or exceeds $11.50 for any 20 trading days within 12 months of the Closing Date
      • 33.3% if the share price equals or exceeds $13.00 for any 20 trading days within 24 months of the Closing Date
      • 33.3% if the share price equals or exceeds $15.00 for any 20 trading days within 36 months of the Closing Date

LOCK-UP

  • Company and Sponsor
    • 6 months from the Closing Date or from the following price thresholds:
      • $12.50 for any 15/30 trading days
      • $11.50 for any 15 consecutive trading days

NOTABLE CONDITIONS TO CLOSING

  • The Available Cash being greater than $5,000,000

NOTABLE CONDITIONS TO TERMINATION

  • The Closing has not occurred prior to the date that is nine (9) months (March 26, 2025) following the date of the Agreement (such date, the “Outside Date”), provided, however, that the breach or violation of the Agreement of the party seeking to terminate the Agreement was not the principal cause of a failure of a Closing Condition on or prior to the Outside Date

ADVISORS

  • Company
    • Sichenzia Ross Ference Carmel LLP is serving as legal counsel.
  • SPAC
    • Loeb & Loeb LLP is serving as legal counsel.

EXTENSION – 6/20/24 – LINK

  • The SPAC approved the extension from June 21, 2024 to June 21, 2025.
    • 3,395,590 shares were redeemed.
    • $50K per month will be deposited into the trust account.

EXTENSION – 9/28/23 – LINK

  • The SPAC approved the extension from September 21, 2023 to June 21, 2024.
    • The number of shares redeemed was not mentioned.
    • $100K per month will be deposited into the trust account.

EXTENSION – 3/14/23 – LINK

  • The SPAC extended for an additional three months and deposited $575K into the trust account.

The below-announced combination was terminated on 10/5/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Roxe Holding Group Inc. [Terminated 10/5/22]

ENTERPRISE VALUE: $3.6 billion
ANTICIPATED SYMBOL: tbd

Goldenstone Acquisition Limited proposes to combine with Roxe Holding Group Inc.

Roxe is a global payment network that uses blockchain to make money smarter. Roxe’s smart payment technology automatically selects the best route for the fastest, least expensive, and most reliable payments for any business or individual anywhere in the world. The company unifies fragmented global payment systems so that payment and remittance companies, banks, central banks, and consumers can get the speed and cost savings benefits of blockchain technology without directly transacting with cryptocurrencies. Roxe also removes barriers of time, geography, and currency so that financial value moves with unprecedented speed across the globe. Powered by Roxe Chain, a hybrid blockchain purpose-built for payments and other value transfer applications, Roxe also empowers its partners to offer their end customers ultra-fast remittance and payments products. Roxe is designed to be the fundamental component of the global payments industry and is compatible with any traditional and digital financial system.

TRANSACTION

  • The pro forma combined enterprise value at signing is approximately $3.6 billion, subject to adjustment based on a valuation being conducted by an independent investment bank.
  • It is anticipated that Roxe stockholders will roll 100% of their equity into the combined company and certain stockholders will have the potential to receive an earnout for additional shares of equity if certain price targets are met as set forth in the merger agreement
  • The transaction is expected to close in Q1 2023.

PIPE

  • There is no PIPE for this deal.

EARNOUT

  • Following the closing of the Merger certain recipients as shall be determined solely by the majority stockholder of the Company will be entitled to receive up to an additional aggregate number of shares of Parent Common Stock (the “Earn-Out Shares”) equal to 40% of the number of shares of Parent Common Stock issued in the Merger if, within a four- year period following the closing of the Merger, the closing share price of the Parent Common Stock equals or exceeds any of four thresholds over any 20 trading days within a 30-day trading period (each, a “Milestone Event”).
    • 25% if the share is trading above $11.50 within the first 12 months
    • 25% if the share is trading above $14.50 within the first 24 months
    • 25% if the share is trading above $17.00 within the first 36 months
    • 25% if the share is trading above $20.00 within the first 48 months

LOCK-UP

  • Company and Sponsor
    • 6 months from the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • After giving effect to any redemption of shares of Parent Common Stock in connection with the stockholder vote on the Merger, Parent will have net tangible assets of at least $5,000,001 upon consummation of the Merger

NOTABLE CONDITIONS TO TERMINATION

  • The Closing of the transactions has not occurred by the 12-month anniversary of the date of the Agreement (the “Outside Closing Date”) (12/21/22) (provided that, if the SEC has not declared the Proxy Statement/Form S-4 effective on or prior to the 12-month anniversary of the date of the Agreement), the Outside Closing Date will be automatically extended by one (1) month
  • By the Registrant, if the Company fails to cooperate with it to address and resolve any SEC comments to the Registrant’s filings with the SEC that relate exclusively to the Company or matters for which the Company is exclusively responsible within sixty (60) days of the receipt of such comment.
  • In the event a party validly terminates the Agreement, a breakup fee of $1.0 million will be due to the terminating party provided that no fee will be due if there is no agreement among the parties to extend the initial period of the Agreement beyond 12 months, the Company fails to make the required deposit into the trust account established in connection with the Registrant’s initial public offering or if the Agreement is terminated due to the Company’s failure to cooperate with responses to SEC comments.

ADVISORS

  • No advisors were listed for this transaction.

MANAGEMENT & BOARD

Executive Officers

Eddie Ni, 58
Director, Chief Executive Officer, and President

Mr. Ni has been the President and Chief Executive Officer since March 2021 and he has more than 30 years of investment, business management and entrepreneurial experience. He has been the chairman and chief executive officer of Windfall Group since December 2009. Windfall Group, an Ohio corporation, has a large business portfolio involved in a variety of industries in U.S., including real estate, building supply, construction, and import/export of construction materials and home building structures such as granite and cabinet. Under the management of Windfall Group, Mr. Ni has raised, invested, and managed over hundred-million-dollar assets including commercial real estates across the Midwest to the south states of United States from the State of Ohio, Illinois to Georgia and South Carolina, and New York City and New Jersey. Mr. Ni was the chairman and chief executive officer of Direct Import Home Décor from November 2003 to November 2009. Prior to Windfall Group and Direct Import Home Décor, from May 1990 to October 2003, Mr. Ni was the founder and chief executive officer of Ni’s Dynasty focusing on investing and managing in the food and beverage industry.

Ray Chen, 53 [Resigned as CFO 1/24/25]
Director, Chief Financial Officer

Mr. Chen has been the Chief Financial Officer since March 2021. He has served as chief operating officer of Goldenbridge Acquisition Limited since August 2020. Mr. Chen served as director and chief operating officer of Wealthbridge Acquisition Limited, a special purpose acquisition company, from February 2018 until its business combination with Scienjoy Inc. in May 2020, and has served as the investor relation officer of Scienjoy since then. Mr. Chen served as chief executive officer at Fortissimo Film International Ltd., a privately-owned film development and production company from August 2016 to January 2018. From January 2013 to February 2016, Mr. Chen was chief executive officer of Beijing Galloping Horse Film & TV Production Co., Ltd. From January 2010 to March 2013, Mr. Chen was the head of sales in the Beijing Office of Star Jet Co., Ltd. Prior to his Star Jet experience, Mr. Chen was the executive board member and head of sales in Asia Jet Partners Limited, a privately-owned holding company specializing in general aviation and aircraft leasing. Mr. Chen joined Asia Jet after his service as chief executive officer at ABC International Inc., a business consulting company based in Cleveland, Ohio. Mr. Chen attended business and marketing courses at Cleveland State University from September 1991 to June 1995.

Yongsheng Liu, 49
Chief Operating Officer

Throughout the past 20 years, Mr. Liu has assumed various corporate leadership positions and demonstrated his strong execution ability and in-depth knowledge in private equity and corporate M&A transactions across a wide range of sectors including aviation, consumer, financial institutions, and technology. He has served as chairman and chief executive officer of Goldenbridge Acquisition Limited since August 2020. He served as chairman and chief executive officer of Wealthbridge Acquisition Limited, a special purpose acquisition company, from June 2018 until its business combination with Scienjoy Inc. in May 2020, and has served as vice chairman of Scienjoy’s board since then. From March 2017 to April 2018, Mr. Liu served as chairman and chief executive officer of Royal China Holdings Limited (HKEx: 01683), during which he spearheaded the company’s international growth strategy focusing on acquiring targets in aviation industry and finance sector. From the beginning of 2013 to March 2017, Mr. Liu was chairman of Joy Air General Aviation, chairman of Cambodia Bayon Airlines, vice chairman of Everbright and Joy International Leasing Company, and president of General Aviation Investment Company (Shanghai). From April 2004 to August 2008, Mr. Liu also served as chief strategy officer of United Eagle Airlines (subsequently renamed to Chengdu Airlines). From December 1994 to June 2000, Mr. Liu was a manager of China Southern Airlines responsible for ground staff training. Mr. Liu received his master’s degree from University of Ottawa in 2002 and his bachelor’s degree from Civil Aviation University of China in 1992.

Board of Directors

Jonathan McKeage, 68
Independent Director

Mr. McKeage has over 30 years of experience in the areas of M&A, corporate finance, equity analysis, trading and investor relations. Mr. McKeage has held executive positions at publicly traded U.S. corporations, including Vice President of Corporate Development for NASDAQ-quoted, Minneapolis-based Digital Angel Corporation, where for seven years (2004-2010) he coordinated acquisitions and divestitures and served as in-house investor relations manager for this international RFID and GPS technology group. During this time, he also served as CEO and Director of New Jersey-based Digital Angel subsidiary InfoTech USA, an OTC-quoted provider of information technology and consulting services to small and medium sized businesses, where he led a business model restructuring and eventual sale to a private equity group, as part of the parent company’s program of divestiture of non-core assets. Before this, Mr. McKeage for two years was an Account Manager with Allen & Caron, a New York and London based investor relations firm, where he led roadshows and wrote press releases for the firm’s small cap client base, and advised C-suite executives on IR strategies. In the early 1990s Mr. McKeage spent three years with Kalb Voorhis, a New-York based brokerage and specialist operation, where he acted as floor broker on the NYSE and client relationship manager with the firm’s AMEX specialist unit, as well as on the firm’s equity sales desk “upstairs” executing customer trades on these exchanges. Following this, he spent two years with Niederhoffer Investments, a New York-based financial group engaged primarily in commodities trading, where he engaged in commodities research and ADR trading, as well as managing the firm’s private company exclusive sale business. Mr. McKeage’s investment banking experience includes seven years (1995-2002) as a Managing Director in the Corporate Finance department of New York-based Dominick & Dominick LLC, where he was involved in a number of domestic and international M&A and equity funding assignments and also led European roadshows for US clients in conjunction with Dominick’s then-extensive European branch network. During this time Mr. McKeage also published a number of research reports on small cap technology companies. Prior to his time with Dominick, Mr. McKeage was an Associate with Morgan Grenfell Inc., the New York office of Morgan Grenfell plc, the British merchant bank, where he participated in domestic and cross-border M&A transactions, and also participated in a roadshow for the launch of Morgan Grenfell’s London-based merchant banking fund (1986-1990). Mr. McKeage began his investment banking career in the Municipal Finance division of PaineWebber in New York, where he was a member of a team structuring tax-exempt municipal bonds. More recently (since 2015), Mr. McKeage has been involved in educational services, as a corporate executive, teacher and consultant. He has served as CEO, Director and Senior Advisor for American Education Center, Inc., a New York-based, OTC-quoted provider of college application advice, and acclimation and business services to Chinese students studying in the US and their families. During this time, he also taught online courses in Equity Analysis, Personal Investing, US Capital Markets, M&A, and the Global Investment Banking Industry. Mr. McKeage holds a BA degree from Rice University, MA and PhD degrees from Harvard University and a Certificate in Business Administration from The Wharton School.

Pin Tai, 67
Independent Director

He has over 38 years of commercial banking experience in U.S., Hong Kong and mainland China. Mr. Tai joined Cathay Bank in 1999 as general manager of its New York region, and was instrumental in the development of its east coast presence in New York, Boston, Maryland, New Jersey and Chicago. He took on more responsibilities within the bank as executive vice president of eastern regions including Texas and was appointed chief lending officer in 2013. In 2015, he was invited to join the board of directors and was appointed as president of Cathay Bank. In 2016, he was named chief executive officer and president of Cathay General Bancorp and Cathay Bank. During his tenure as chief executive officer and president, Cathay Bank was ranked top 10 Best Banks in 2018 and within the top 20 Best Banks in America for 5 consecutive years by Forbes Magazine. Mr. Tai retired from Cathay Bank in September 2020. Subsequently he was invited to join GPI Investment Group and became chairman of GPI Real Estate Opportunity Fund, a private equity focusing on investment in multi-family, student housing and undervalued real estate assets. Prior to joining Cathay Bank, he worked for Bank of China, USA for 13 years in charge of credit and business development, marketing and correspondent banking. Before that, he was with Bank of America in Hong Kong and mainland China providing international banking services to Chinese state-owned banks and companies as well as multinational companies. He was amongst the earliest group of American bankers entering China market in 1980. Mr. Tai graduated from the University of Rochester with a bachelor of science degree in Chemical Engineering and received his master’s degree in business administration with Honor from Northwestern University’s Kellogg School of Management. He also completed the Directors Training Program at UCLA Anderson School of Business. He was former vice chair and board member of NY Chinatown Partnership Local Development Corporation, director of NY Chinese Bankers Association, director of Cathay General Bancorp, Cathay Bank and Cathay Bank Foundation, Western Bankers Association, California Bankers Association, Foothill Family Services at Pasadena and Worldwide Christian Churches Ministries. Mr. Tai was invited to become a member of the Committee of 100 in 2019.

Nan Sun, 40
Independent Director

Mr. Sun currently serves as general manager of H-Bar Continuous Cast Iron Corp. from 2014. Mr. Sun has been a professor in Xi’an University of Technology, China and a guest professor in University of Notre Dame, U.S. since August 2017. Prior to that Mr. Sun was an associate professor in Jiangsu University, China from April 2015 to August 2017. Mr. Sun was a post-doc research associate in Department of Physics, Purdue University, U.S., from December 2011 to March 2012, and in Harper Cancer Center, University of Notre Dame, U.S., from March 2012 to June 2015. Mr. Sun has a list of publications on various meetings, conferences and journals. Mr. Sun obtained two patents, one for inventing a new device for recycle Fumric acid recycle in 2014 and one for inventing a new method for waste water treatment, recycle, and chemical extraction for profits in 2012. He has been a member of The Minerals, Metals & Materials Society (TMS), Society of Photo-Optical Instrumentation Engineers (SPIE), and American Physical Society (APS). Mr. Sun graduated with a bachelor’s degree in Intensive Instruction (a special program for cultivating scientists) from Nanjing University, China in 2003. Mr. Sun earned his Ph.D and master’s degree in Physics from University of Notre Dame, U.S. in 2012 and 2007, respectively.

 

ByAnthony Sozzi