← Back to GDSTU filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
As a smaller reporting company,
we are not required to make disclosures under this Item although we are highlighting certain risks below that may be applicable to us.
Please see our prospectus dated March 16, 2022 for additional risk factors applicable to us.
Changes in the policies, regulations, rules,
and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significant impact on our business
and prospects.
Even though we are a blank
check company incorporated in Delaware, a majority of our officers and directors are either located in China or have significant ties
to China. Accordingly, economic, political and legal developments in the PRC may significantly affect our business and prospects. Policies,
regulations, rules, and the enforcement of laws of the PRC government may change quickly with little advance notice, which can have significant
effects on economic conditions in the PRC and the ability of businesses to operate profitably. If those significant ties continue in existence
following our initial business combination, our post-combination entity’s business, financial condition and results of operations
may be subject to changes in policies by the PRC government, including changes in laws, regulations or their interpretation, particularly
those dealing with the internet, including censorship and other restriction on material which can be transmitted over the internet, security,
intellectual property, money laundering, taxation and other laws that affect our post-combination entity’s ability to operate its
business.
Even though we are not a China-based issuer,
the sponsor and a majority of our officers and directors have significant ties to China. The Chinese government may exercise significant
oversight and discretion over the conduct of our 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 our securities. We are also currently not required to obtain approval from
Chinese authorities to list on U.S. exchanges, however, if the relevant PRC government agencies decide that we were required to obtain
approval and we were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on
a U.S. exchange, which would materially affect the interest of our investors.
The Chinese government has
exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state
ownership. Even though we are not a PRC operating entity or a China-based issuer, the sponsor and a majority of our officers and directors
are located in China. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations
of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations
or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms
and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have
a significant effect on economic conditions in China or particular regions thereof.
It is possible that in the
future, we could be subject to regulation by various political and regulatory entities, including various local and municipal agencies
and government sub-divisions. In that case, we may incur increased costs necessary to comply with existing and newly adopted laws and
regulations or penalties for any failure to comply, and such compliance or any associated inquiries or investigations or any other government
actions may require significant management time and attention; and subject us to remedies, administrative penalties and even criminal
liabilities that may harm the post-combination entity’s business, including fines assessed for its current or historical operations
that it modifies or even cease its business practices.
As we are neither a China-based
company under the Trial Measures nor a PRC operating entity, given that (a) the CSRC currently has not issued any definitive rule or interpretation
concerning whether companies like ours are subject to the M&A Rules; and (b) our company is a blank check company incorporated in
the U.S. rather than in China and currently our company does not own or control any equity interest in any PRC company or operate any
business in China, we believe that we are not required to obtain any licenses or approvals, under applicable PRC laws and regulations,
for our operation or listing on Nasdaq and while seeking a target for the initial business combination. Further, according to the Measures
for Cybersecurity Review, which was promulgated on December 28, 2021 and became effective on February 15, 2022, online platform operators
holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad.
As we are a blank check company and are not involved in the collection of personal data of at least 1 million users or implicate cybersecurity,
we do not believe that we are, or the post-combination entity will be, a “network platform operator(s)”, or subject to the
cybersecurity review of the CAC. As of the date of hereof, we have not received any inquiry, notice, warning, sanction or any regulatory
objection to the listing of our securities on Nasdaq from any PRC authorities.
We do not consider ourselves
a China-based issuer, in particular, as specified in the Trial Administrative Measures of the Overseas Securities Offering and Listing
by Domestic Companies, or the Trial Measures, and five supporting guidelines promulgated by the CSRC on February 17, 2023, which became
effective on March 31, 2023. According to the Trial Administration Measures, an issuer is a “domestic [Chinese] company” if
the issuer meets both of the following conditions and thus, subject to the requirements for domestic [Chinese] companies seeking to offer
or list securities overseas, both directly and indirectly, thereunder: (i) any of the total assets, net assets, revenues or profits of
the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure
in the issuer’s audited consolidated financial statements for the same period; and (ii) its major operational activities are carried
out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the
issuer are mostly Chinese citizens or are domiciled in China. Furthermore, we do not own or control any equity interest in any PRC company
or operate any business in China, and during the fiscal year ended March 31, 2026, we do not have 50% or more of our total assets, net
assets, revenues or profits located or generated in China.
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However, applicable laws,
regulations, or interpretations of PRC may change, and the relevant PRC government agencies could reach a different conclusion. There
is also a possibility that we may not be able to obtain or maintain such approval or that we inadvertently concluded that such approval
was not required when in fact it was. If prior approval was required while we inadvertently concluded that such approval was not required
or if applicable laws and regulations or the interpretation of such were modified to require us to obtain the approval in the future,
we may face regulatory actions or other sanctions from relevant Chinese regulatory authorities. These authorities may take actions that
could have a material adverse effect upon our business, financial condition, results of operations, reputation and prospects, as well
as the trading price of our securities. In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations.
Further, if we are required by the Trial Measures to file with the CSRC, we cannot assure you that we will be able to complete such filings
in a timely manner, or even at all. The CSRC or other Chinese regulatory agencies may also take actions requiring us, or making it advisable
for us, be subject to other severe consequences, which would materially affect the interest of the investors. To that extent, we may not
be able to conduct the process of searching for a potential target company. Any failure of us to fully comply with new regulatory requirements
may significantly limit or completely hinder our ability to continue to offer the securities, causing significant disruption to our business
operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause
the securities to significantly decline in value or become worthless.
China Securities Regulatory Commission and
other Chinese government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment
in China-based issuers. Even though we are not a China based issuer, if the CSRC or another PRC regulatory body subsequently determines
that its approval is needed for our listing on Nasdaq or seeking a target for the initial business combination, we cannot predict whether
we will be able to obtain such approval. As a result, both you and us face uncertainty about future actions by the PRC government that
could significantly affect our ability to continue our listing on Nasdaq and cause the value of our securities to significantly decline
or be worthless.
On July 6, 2021, the General
Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack
down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other
things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,
to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application
of the PRC securities laws. Even though we are a blank check company incorporated in the U.S. and a non-China based issuer, our sponsor
and a majority of our officers and directors have significant ties to China. Since this document is relatively new, uncertainties still
exist in relation to how soon legislative or administrative regulation making bodies will respond and what existing or new laws, regulations
or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new
laws and regulations will have on our future business combination with a PRC Target Company. Therefore, CSRC and other Chinese government
agencies may exert more oversight and control over offerings that are conducted overseas. If the CSRC or another PRC regulatory body subsequently
determines that its approval is needed for our listing on Nasdaq, a business combination, the issuance of our ordinary shares upon exercise
of the rights, or maintaining our status as a publicly listed company outside China, we may face approval delays, adverse actions or sanctions
by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may delay a potential business combination,
impose fines and penalties, limit our acquisitions and operations of a target business in China, or take other actions that could materially
adversely affect our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our
securities. As a result, both you and us face uncertainty about future actions by the PRC government that could significantly affect our
ability to offer or continue our listing on Nasdaq and cause the value of our securities to significantly decline or be worthless.
You may experience difficulties in effecting
service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the annual report
based on foreign laws. It will be difficult for you or overseas regulators to conduct investigations or collect evidence within China.
It may be difficult for investors
to effect service of process within the United States upon us or any future officer or director that resides in China or Hong Kong, or
to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts against us or them, including judgments predicated
upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult
for you to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts based on the civil liability provisions of
the U.S. federal securities laws against us or any future officer or director that resides in China or Hong Kong.
The recognition and enforcement
of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments
in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country
where the judgment is made or on principles of reciprocity between jurisdictions. At present, China does not have any treaties or other
forms of written arrangement with the U.S. that provide for the reciprocal recognition and enforcement of foreign judgments. In addition,
according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors
and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest.
As a result, there is no guarantee that a PRC court would enforce a judgment rendered by a court in the U.S.
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It will be difficult for
you or overseas regulators to conduct investigations or collect evidence within China. Although the authorities in China may establish
a regulatory cooperation mechanism with its counterparts of another country or region to monitor and oversee cross-border securities activities,
such regulatory cooperation with the securities regulatory authorities in the United States may not be efficient in the absence of a practical
cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or “Article 177,” which became effective
in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within
the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials
related to securities business activities to foreign agencies without prior consent from the securities regulatory authority of the State
Council and the competent departments of the State Council.
We 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 a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately
prohibited.
Our board of directors consists
of five members. All but one of our directors is a citizen of the United States. In addition, two members of Goldenstone Capital LLC,
one of our sponsor entities, are foreign persons. In addition, we have not yet entered into an agreement for our initial business combination.
Therefore, we do not know whether the target or the nature of its business could make the transaction subject to U.S. foreign regulations
or review by a U.S. government entity. As a result, it is possible that the Business Combination may be subject to a CFIUS review, the
scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain
non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying
U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments
to mandatory filings. If the Business Combination falls within CFIUS’s jurisdiction, we may determine that we are required to make
a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying
CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial
business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order
us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the
attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial
to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may
be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar
foreign ownership issues.
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 July 21, 2026 (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.”
Uncertainties with respect to the PRC legal
system could have a material adverse effect on us.
The PRC legal system is a
civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited
for reference but have limited precedential value.
In 1979, the PRC government
began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation
over the past four decades has significantly enhanced the protection afforded to various forms of foreign investments in China. However,
China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects
of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations continue to evolve and
are subject to change. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory
provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of
legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce
our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal
actions or threats in attempts to extract payments or benefits from us.
In addition, any administrative
and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.
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China’s economic, political and social
conditions, as well as changes in any government policies, laws and regulations may be quick with little advance notice and could have
a material adverse effect on our business and the value of our securities.
Even though we are a blank
check company incorporated in Delaware, a majority of our officers and directors are either located in China or have significant ties
to China. Accordingly, our business, financial condition, results of operations, prospects and certain transactions we may undertake may
be subject, to a significant extent, to economic, political and legal developments in China.
China’s economy differs
from other countries’ economies in many respects, including the amount of government involvement, level of development, growth rate,
control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past two to three
decades, growth has been uneven, both geographically and among various sectors of the economy.
Although China’s economy
has been transitioning from a planned economy to a more market oriented economy since the late 1970s, the PRC government continues to
play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant
control over China’s economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated
obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Changes in any of these
policies, laws and regulations may be quick with little advance notice and could adversely affect the economy in China and could have
a material adverse effect on our business and the value of our securities.
The PRC government has implemented
various measures to encourage foreign investment and sustainable economic growth and to guide the allocation of financial and other resources.
However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce new measures that will have
a negative effect on us, or more specifically, we cannot assure you that the PRC government will not initiate possible governmental actions
or scrutiny to us, which could substantially affect our operation and the value of our securities may depreciate quickly.