Goldenstone Acqusition Limited (“Goldenstone”), (NASDAQ: GDST), a
Delaware blank check company, today announced that it and Infintium
Fuel Cell Systems, Inc. (“Infintium” or the “Company”), a Greer,
South Carolina based hydrogen fuel cell technology provider to some
of the world’s largest commercial, industrial and retail companies,
have entered into a definitive business combination agreement (the
“Business Combination Agreement,” and the transactions contemplated
thereunder, collectively, the “Business Combination”) under which
Goldenstone will combine with Infintium. Upon completion, the
combined company will operate as Infintium Fuel Cell Systems
Holdings, Inc. and its common stock is expected to be publicly
listed on The Nasdaq Stock Market LLC (“Nasdaq”).
Chris Feng, Chairman and Chief Executive Officer
of Infintium, said, “Hydrogen fuel cell systems, which generate
electricity without creating carbon dioxide from conventional gas
and diesel engines, have a clear potential to replace lead-acid and
lithium batteries in powering transportation vehicles, particularly
for heavy duty applications such as material handling, medium and
long haul trucking, and construction and mining equipment and
vehicles. With more than 15 years of research and development
investment and over 6 years and 1.8 million operating hours of
validated performance and safety track record, Infinitium’s
hydrogen fuel cell systems have proven to be a reliable source of
carbon-free energy for material handling forklifts in large
distribution warehouses and manufacturing facilities.”
Eddie Ni, Chief Executive Officer of
Goldenstone, said, “As hydrogen fuel cells are poised to play an
increasingly more important role to power and decarbonize
industrial transportation, we believe Infintium is well positioned
to become a world leader in providing hydrogen powered solutions
for the sector. We are thrilled to announce this Business
Combination to propel Infintium’s growth ahead.”
Mr. Feng added, “With this exciting Business
Combination with Goldenstone, we look forward to accelerating our
growth by expanding our manufacturing operations, enhancing our
product development, increasing our product offerings, investing
further in marketing and sales and entering international markets.
Infintium aims to become a leading hydrogen fuel cell solutions
company as the industrial world moves towards net zero
emissions.”
Investment Highlights:
Infintium’s patent-pending and proprietary
hydrogen fuel cell products, which include Class I, II and III
electric forklift trucks and compatible with major forklift brands,
provide carbon-free power source for material handling vehicles.
The Company’s fuel cell systems, operated with in-house developed
software algorithms and DC/DC power controls, bring superior
performances with longer operating time, steeper hill climbing,
real-time, millisecond data acquisition and monitoring, remote
diagnostics and fault detection capabilities. Infintium’s fuel
cells have been tested and proven in over 1.8 million hours of run
time under harsh and challenging industrial operating environments.
Its customers and end users include Fortune 500 industrial and
automotive companies, such as Mercedes-Benz, Ford, and BMW, as well
as some of the largest retail and e-commerce companies in the
world.
Transaction Overview:
Under the terms of the Business Combination
Agreement, the transaction values Infintium at
a pre-money enterprise 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. The proceeds from the Business Combination
will be used for Infintium to secure new manufacturing facilities
and expand its sales and marketing operations.
Each of the board of directors of Infintium and
Goldenstone have approved the proposed Business Combination, the
consummation of which is subject to various customary closing
conditions, including the filing and effectiveness of a
Registration Statement on Form S-4 (the “Registration
Statement”) with the Securities and Exchange Commission (the
“SEC”), and the approval of the stockholders of Infintium and
Goldenstone. Completion of the proposed Business Combination is
expected to happen by the first quarter of 2025.
Additional information about the proposed
Business Combination, including a copy of the Business Combination
Agreement, will be provided in a Current Report on
Form 8-K to be filed by Goldenstone with the SEC.
Additional information about the proposed Business Combination will
be described in the Registration Statement relating to the proposed
Business Combination to be filed with the SEC.
Legal Advisors
Sichenzia Ross Ference Carmel LLP is serving as
legal counsel to Infintium Fuel Cell Systems, Inc. and Loeb &
Loeb LLP is serving as legal counsel to Goldenstone Acquisition
Limited.
About Infintium
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. For
more information, visit www.infintium.com.
About Goldenstone Acquisition
Limited
Goldenstone Acquisition Limited is a Delaware
blank check company formed for the purpose of effecting a merger,
share purchase, reorganization or similar business combination with
one or more businesses or entities.
Important Information About the Proposed
Business Combination and Where to Find It
In connection with the proposed Business
Combination, Infintium and Goldenstone intend to file relevant
materials with the SEC, including the Registration Statement, which
will include a proxy statement/prospectus. Goldenstone’s
stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement/prospectus
filed in connection with the proposed Business Combination, as
these materials will contain important information about Infintium
and Goldenstone, and the proposed Business Combination. Promptly
after filing its definitive proxy statement/prospectus relating to
the proposed Business Combination with the SEC, Goldenstone will
mail the definitive proxy statement/prospectus and a proxy card to
each stockholder entitled to vote at the special meeting on the
Business Combination and the other proposals. Stockholders will
also be able to obtain copies of the preliminary proxy
statement/prospectus and the definitive proxy statement/prospectus,
without charge, once available, at the SEC’s website at
www.sec.gov.
Participants in the
Solicitation
Goldenstone and its directors and executive
officers may be deemed participants in the solicitation of proxies
from Goldenstone’s stockholders with respect to the Business
Combination. A list of the names of those directors and executive
officers and a description of their interests in Goldenstone will
be included in the proxy statement/prospectus for the proposed
Business Combination and be available at www.sec.gov. Additional
information regarding the interests of such participants will be
contained in the proxy statement/prospectus for the proposed
Business Combination when available. Information about
Goldenstone’s directors and executive officers and their ownership
of Goldenstone common stock is set forth in Goldenstone’s annual
report on Form 10-K, as filed with the SEC on June 3, 2024, or
supplemented by any Form 3 or Form 4 filed with the SEC since the
date of such filing. Other information regarding the interests of
the participants in the proxy solicitation will be included in the
proxy statement/prospectus pertaining to the proposed Business
Combination when it becomes available. These documents can be
obtained free of charge from the sources indicated above.
Infintium and its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of Goldenstone in connection with
the proposed Business Combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed Business Combination will be included in
the proxy statement/prospectus for the proposed Business
Combination.
Forward Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Goldenstone’s and Infintium’s actual results may differ from their
expectations, estimates, and projections and, consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions (or the negative versions of
such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, Goldenstone’s and Infintium’s
expectations with respect to future performance and anticipated
financial impacts of the proposed Business Combination, the
satisfaction of the closing conditions to the proposed Business
Combination, and the timing of the completion of the proposed
Business Combination.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from those discussed in the
forward-looking statements. Most of these factors are outside
Goldenstone’s and Infintium’s control and are difficult to predict.
Factors that may cause such differences include, but are not
limited to: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
Business Combination Agreement; (2) the outcome of any legal
proceedings that may be instituted against Goldenstone or Infintium
following the announcement of the Business Combination Agreement
and the Business Combination; (3) the inability to complete the
proposed Business Combination, including due to failure to obtain
approval of the stockholders of Goldenstone and Infintium, certain
regulatory approvals, or satisfy other conditions to closing in the
Business Combination Agreement ; (4) the occurrence of any event,
change, or other circumstance that could give rise to the
termination of the Business Combination Agreement or could
otherwise cause the transaction to fail to close; (5) the inability
to obtain the listing of the combined company’s common stock on the
Nasdaq following the proposed Business Combination; (6) the risk
that the proposed Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the
proposed Business Combination; (7) the ability to recognize the
anticipated benefits of the proposed Business Combination, which
may be affected by, among other things, competition, the ability of
Infintium to grow and manage growth profitably, and retain its key
employees; (8) costs related to the proposed Business Combination;
(9) changes in applicable laws or regulations; (10) the possibility
that Goldenstone and Infintium may be adversely affected by other
economic, business, and/or competitive factors; (11) risks relating
to the uncertainty of the projected financial information with
respect to Infintium; (12) risks related to the organic and
inorganic growth of Infintium’s business and the timing of expected
business milestones; (13) the amount of redemption requests made by
Goldenstone’s stockholders; and (14) other risks and uncertainties
indicated from time to time in the final prospectus of Goldenstone
for its initial public offering and the Registration Statement,
including the proxy statement/prospectus relating to the proposed
Business Combination, including those set forth in the “Risk
Factors” section therein, and in Goldenstone’s other filings with
the SEC. Goldenstone cautions that the foregoing list of factors is
not exclusive. Goldenstone and Infintium caution readers not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. Goldenstone and Infintium do not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change in
events, conditions, or circumstances on which any such statement is
based.
No Offer or Solicitation
This press release shall not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the proposed Business Combination.
This press release shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Contact Information
For Goldenstone Acquisition Limited:
Eddie NiChairman, Chief Executive Officer and Chief Financial
OfficerEmail: eddie@windfallusa.comTel: (330) 352-7788
For Infintium Fuel Cell Systems, Inc.:
Chris FengChairman & Chief Executive
OfficerEmail: cfeng@infintium.comTel: (864) 788-2298
Goldenstone Acquisition (NASDAQ:GDSTU)
Historical Stock Chart
From Jul 2024 to Aug 2024
Goldenstone Acquisition (NASDAQ:GDSTU)
Historical Stock Chart
From Aug 2023 to Aug 2024