Chi Special Acquisition Corp.

Chi Special Acquisition Corp.

Overview

• Delaware corporation formed as a blank-check special purpose acquisition company (SPAC).
• Purpose: identify and complete an initial business combination with one or more target businesses.
• Sponsor: Goldenstone Holdings, LLC, controlled by Eddie Ni.
• Management focus: use management’s mergers and acquisitions experience and a global network in Asia and North America to source and execute a business combination.

Capitalization and trust funding

• IPO (March 21, 2022)
  • Sold 5,750,000 Units at $10.00 per Unit (includes 750,000 Units as over-allotment).
  • Each Unit consisted of: 1 share of common stock, 1 redeemable warrant (to buy 1/2 share at $11.50 per whole share), and 1 Right (to receive 1/10 of a share).
  • Gross proceeds from the IPO: $57,500,000.
• Private placement (simultaneous with the IPO)
  • 351,250 Private Units at $10.00 per Unit.
  • Proceeds: $3,512,500.
  • Private Units are identical to IPO Units but include transfer restrictions and non-redeemable warrants under certain circumstances.
• Trust Account
  • Upon closing of the IPO, over-allotment and private placement, $58,362,500 of net proceeds was deposited into the Trust Account (this includes $2,012,500 of the underwriter’s deferred commission).
  • As of March 31, 2026, the Trust Account held $18,666,931 (includes net proceeds and accrued income).

Costs and allocations

• IPO transaction costs: $4,331,021, comprised of:
  • Underwriting discounts and commissions: $1,150,000
  • Deferred underwriting discounts and commissions: $2,012,500
  • Other offering costs: $519,403
  • Fair value of Representative Shares: $441,025
  • Fair value of Unit Purchase Option (UPO): $208,093
• Net proceeds retained for working capital (not deposited in Trust): $1,045,061

Working capital loans and liquidity outside the Trust

• As of March 31, 2026: $3,939,966 borrowed under working capital loans.
• Loan terms:
  • May be repaid upon consummation of a business combination with no interest, or, at the lender’s option, up to $600,000 may be converted into Private Units at $10.00 per Unit.
  • Any such loans would be evidenced by promissory notes.
  • The embedded conversion feature was not bifurcated as a liability.
• Amount outside the Trust as of March 31, 2026: $5,618 (working capital).

Timeframe and extensions to complete a business combination

• Initial combination period: 12 months from IPO closing (until March 21, 2023), extendable up to 21 months total with three one-month extensions.
• Extension payments into the Trust Account:
  • First extensions (2023): $575,000 per three-month extension.
  • Subsequent extensions: deposits of $100,000 per one-month extension (approved in 2023–2024 cycles).
• Later amendments and deposits:
  • June 18, 2024: stockholders approved month-to-month extensions to June 21, 2025 with deposits of $50,000 per one-month extension.
  • June 18, 2025: further extension to June 18, 2026 with deposits of at least $50,000 per month.
  • March 17, 2026: extension through December 21, 2026 with deposits of $1,500 per month for each extension.
• Current status: Deposits have been made to extend through July 21, 2026, with the potential to extend to December 21, 2026 if all extensions are funded according to the charter and Trust Agreement.

Potential and prior business combinations

• Infintium Fuel Cell Systems, Inc. (target)
  • June 26, 2024: entered a Business Combination Agreement with Infintium and Merger Sub; plan for Infintium to become a subsidiary of Goldenstone and for the combined entity to be named Infintium Fuel Cell Systems Holdings, Inc.
  • Amendment No. 1 to Form S-4 filed May 14, 2025.
  • Infintium terminated the agreement by letter dated October 1, 2025.
• Roxe Holding Inc. (previous contemplated merger)
  • June 21, 2022: Merger Agreement with Roxe.
  • September 30, 2022: Termination by mutual agreement; no termination fee.

Operations and strategy

• Chi is a capital-raising and acquisition vehicle formed to complete an initial business combination.
• Management sources prospective targets and conducts due diligence using its M&A experience and global network.
• Intended post-transaction structure: the target would typically become a public company through the combination, with the Sponsor seeking a controlling interest or another structure meeting regulatory thresholds.
• Target selection criteria:
  • Industry focus areas include artificial intelligence, green energy, and electric vehicles.
  • Target enterprise value range: approximately $150 million to $500 million.
  • The Company may pursue targets affiliated with the Sponsor, officers, or directors; an independent fairness opinion would be obtained if an affiliated party is involved.

Corporate information and risk considerations

• Principal executive office: 4360 E. New York Street, Aurora, IL 60504; telephone: 330-352-7788.
• The Company qualifies as an "emerging growth company" and a "smaller reporting company," which affects certain reporting and governance requirements.
• PRC-related considerations:
  • Although the Company is not a PRC operating entity, a substantial portion of the Sponsor and management has ties to China.
  • The Company identifies regulatory uncertainties in China (CSRC rules, cybersecurity measures, M&A rules) that could affect listing, foreign investment, or post-merger operations if PRC authorities require approvals or take actions affecting cross-border listings.
• Legal proceedings: no material litigation or claims currently pending against the Company; potential legal exposures may arise in the ordinary course.

Business model

• Raise capital through an IPO and private placement, deposit proceeds into a Trust Account, and use those funds to complete a business combination that meets investment criteria.
• Following a business combination, the combined entity would be a public company with access to capital markets.
• If no business combination is completed by the extended deadline, the SPAC will wind up, redeem public shares for cash, and liquidate.