Roxe Holding Inc. entered into a definitive merger agreement to acquire Goldenstone Acquisition Limited (NasdaqCM:GDST) from Goldenstone Holding, LLC and others in a reverse merger transaction on June 21, 2022. Under the terms of the transaction, Goldenstone's wholly owned subsidiary will merge with and into Roxe, with Roxe as the surviving entity, and with a pro forma combined enterprise value at signing of approximately $3.6 billion (subject to any adjustment by an independent valuation firm). Roxe stockholders will roll 100% of their equity into Goldenstone. Certain existing Roxe equity holders have the potential to receive an earnout for additional shares of equity if certain price targets are met as set forth in the definitive merger agreement. The transaction will result in Roxe becoming a publicly traded company on the Nasdaq stock exchange. Upon closing of the transaction, the combined company will operate as Roxe and plans to trade on the Nasdaq with the ticker symbol "ROXE". In the event a party validly terminates the agreement, a breakup fee of $1.0 million will be due to the terminating party.

The transaction remains subject to several conditions such as approval by Goldenstone and Roxe stockholders, the Form S-4 will have been declared effective, the execution by the relevant party or parties of all ancillary documents, all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended with respect to the merger will have expired or been terminated, after giving effect to any redemption of shares of Roxe common stock in connection with the stockholder vote on the merger, Roxe will have net tangible assets of at least $5,000,001 upon consummation of the merger; receipt of all required approvals of the stockholders of Roxe and Goldenstone; regulatory approvals, the shares of Roxe Common Stock to be issued in the merger will been approved for listing on Nasdaq; no more than 5% of the issued and outstanding shares of Goldenstone common stock will have exercised dissenters' rights of appraisal; and the receipt by Goldenstone of the resignations of the Registrant's directors and officers. and other customary closing conditions. The Board of Directors of Goldenstone unanimously approved the agreement and resolved to recommend approval of the agreement by shareholders. There is no minimum cash requirement. The transaction is expected to close in the first quarter of 2023. Cash proceeds of the transaction will fund up to $57.5 million of cash consideration to Roxe's balance sheet (assuming no redemptions). David E. Danovitch of Sullivan & Worcester LLP acted as legal advisor to Roxe Holding and Giovanni Caruso of Loeb & Loeb LLP acted as legal advisor to Goldenstone.

Roxe Holding Inc. cancelled the acquisition of Goldenstone Acquisition Limited (NasdaqCM:GDST) from Goldenstone Holding, LLC and others in a reverse merger transaction on September 30, 2022.