Goldenstone Acquisition Limited and Infintium Fuel Cell Systems, Inc Announce Definitive Business Combination Agreement.
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.
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Goldenstone Acquisition Limited and Infintium Fuel Cell Systems, Inc Announce Definitive Business Combination Agreement. source
