Eddie Ni
Chief Executive Officer, Chief Financial Officer and President at Goldenstone Acquisition
CEO
Executive
Board
About Eddie Ni
Eddie Ni, 62, serves as Director, Chief Executive Officer, Chief Financial Officer, and President of Goldenstone Acquisition Limited (GDST). He has been President and CEO since March 2021 and assumed the CFO role in January 2024 . Ni brings 30+ years of investment and operating experience, including chair/CEO roles at Windfall Group (since Dec 2009), Direct Import Home Décor (2003–2009), and founder/CEO of Ni’s Dynasty (1990–2003) . Given his combined CEO/CFO roles, he signs the company’s SOX 302/906 certifications, underscoring concentrated accountability for reporting controls and disclosure quality .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ni’s Dynasty | Founder & CEO | 1990–2003 | Built and managed a food and beverage investment/operations platform . |
| Direct Import Home Décor | Chairman & CEO | 2003–2009 | Led home décor import/retail operations . |
| Windfall Group | Chairman & CEO | 2009–Present | Managed “hundred-million-dollar” asset base across U.S. commercial real estate and building supply verticals . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Windfall Group | Chairman & CEO | 2009–Present | Multi-industry U.S. platform in real estate, building supply, construction, import/export . |
Fixed Compensation
| Component | Amount | Period/Terms | Notes |
|---|---|---|---|
| Base Salary | $0 | Pre-business combination | “No executive officer has received any cash compensation” prior to consummating a business combination . |
| Target/Actual Bonus | N/A | Pre-business combination | No cash bonus paid or disclosed . |
| Administrative/Officer Services Fee (potential) | $8,000/month to Mr. Ni (within $25,000/month total) | Commencing at IPO closing for 12 months; may be delayed at audit committee determination; unpaid accrues (no interest) and is due at business combination close . | |
| Reimbursements | Uncapped out-of-pocket expenses | Ongoing | Reimbursable for deal sourcing/diligence; reviewed by board/audit committee . |
Performance Compensation
| Incentive Type | Metrics/Weighting | Target | Actual | Payout/Vesting |
|---|---|---|---|---|
| Equity or Cash Incentives (pre-business combination) | None disclosed | — | — | Company states no compensation of any kind to officers/directors before business combination . |
Equity Ownership & Alignment
Beneficial ownership (multi-year view):
| Metric | Sep 8, 2023 | Jun 3, 2025 |
|---|---|---|
| Shares outstanding (denominator) | 7,596,250 | 3,442,121 |
| Eddie Ni beneficially owned shares | 1,217,195 | 1,217,195 |
| Ownership % | 16.03% | 35.38% |
Holdings breakdown (as disclosed in footnotes):
- 842,350 shares via Goldenstone Capital, LLC (controlled by Eddie Ni) .
- 200,000 shares via Goldenstone Holding, LLC .
- 175,625 shares included in private placement units purchased by Goldenstone Holding, LLC .
- Sponsor and directors/executive officers in aggregate hold 351,250 Private Placement Units purchased at $10 per unit; these have no redemption rights and are worthless if no business combination occurs .
Transfer and lock-up terms (insider alignment and selling overhang):
| Security | Transfer Restriction | Early Release/Other Conditions |
|---|---|---|
| Founder Shares | With limited exceptions, restricted until after the initial business combination; portions tied to time/price conditions | 50% not transferable until the earlier of six months post-business combination or when the stock hits/exceeds $12.50 for 20 of 30 trading days; remaining 50% not transferable until six months post-combination (or earlier in certain M&A/liquidation scenarios) . |
| Private Placement Units and underlying securities | Not transferable, assignable or salable until 30 days after completion of the initial business combination | Standard SPAC private placement lock-up . |
| Waiver of redemptions by insiders | Insiders waive redemption on Founder Shares; private units expire worthless if no deal | Aligns insiders with deal completion (creates incentive to transact) . |
Cost basis/incentive differential:
- Founder shares: 1,437,500 insider shares issued for $25,874 — approximately $0.018 per share .
- Sponsor/private placement: 325,000 private units purchased at $10.00 per unit ($3,250,000 total) .
- Proxy risk factor: Sponsor can earn a positive return even if post-combination stock trades below IPO price due to low founder share cost basis .
Employment Terms
| Term | Disclosure |
|---|---|
| Role start dates | President & CEO since March 2021; CFO since January 2024 . |
| Employment agreement/severance | Not disclosed in 10-K; company states no officer compensation pre-business combination (compensation arrangements to be addressed around a business combination) . |
| Non-compete/Non-solicit/COC | Not disclosed. |
Board Governance and Director Service
- Board size: 5 directors; independent directors identified as Jonathan McKeage, Pin Tai, and Nan Sun .
- Eddie Ni is Director and CEO/CFO/President (non-independent by virtue of being an officer) .
- Committees: Audit, Nominating, and Compensation committees established; Compensation Committee members are McKeage (Chair), Tai, and Sun (all independent) .
- Director remuneration: The company states no compensation of any kind will be paid to directors/officers before a business combination; expenses reimbursable .
Related Party Transactions and Potential Conflicts
- Founder shares issuance: 1,437,500 insider shares for $25,874 (~$0.018/sh) in March 2021 .
- Private placement purchase: Sponsor bought 325,000 private units at $10.00 ($3,250,000) .
- Monthly administrative/officer services fee: $25,000/month total (including $8,000/month to Eddie Ni), for 12 months from IPO closing; can be delayed and accrued until business combination .
- Working capital loans: Up to $1,500,000 may be convertible into placement units at $1.00 per unit at lender’s option (terms as disclosed) .
- Voting/control: Sponsor and officers/directors collectively had voting rights over 1,788,750 shares (1,437,500 Founder Shares + 351,250 shares tied to Private Placement Units) in proxy context .
- Reporting timeliness: Ni signed NT 10-Q late notices in Aug and Nov 2025 (contact listed), indicating filing extensions were needed .
Performance & Track Record
- Background execution: Led Windfall Group’s multi-state asset growth, managing “over hundred-million-dollar” assets across real estate and related businesses .
- SEC certifications: Signs CEO/CFO certifications for annual and quarterly filings, signaling responsibility for disclosure controls .
Compensation Committee (Process/Controls)
- Composition: Independent directors only; Chair: Jonathan McKeage .
- Mandate: Reviews/approves CEO and other executive compensation, equity/incentive plans, and director remuneration—though company reiterates no compensation paid before business combination .
Investment Implications
- Strong insider alignment with control: Ni beneficially owns ~35.38% as of June 3, 2025 (same shares, higher % after redemptions), concentrated through sponsor/affiliates; insiders collectively control key votes (founder + private units), increasing deal certainty but elevating minority-holder risk .
- Sponsor incentives vs public holders: Founder share cost (~$0.018/sh) vs $10 public units creates payoff asymmetry—sponsor can profit even if post-combination trades below $10, incentivizing completion over liquidation .
- Potential selling pressure post-combination: Founder/private lock-ups eventually expire subject to time/price conditions ($12.50 trigger and 30-day post-close for private units), creating event-driven supply risk around unlock windows .
- Governance/oversight: Dual CEO/CFO role centralizes financial and strategic control; while certifications reinforce accountability, it heightens key-person and oversight risk; independent comp committee provides some counterbalance pre- and post-deal .
- Dilution/leverage to transact: Convertible working-capital loans (up to $1.5M into placement units per disclosure) and private placement overhang can add dilution in a de-SPAC scenario .
- Cash comp discipline offset by admin fee structure: No cash salaries/bonuses pre-deal, but a disclosed $8k/month officer services fee obligation to Ni (deferrable until deal close) partially substitutes for salary, aligning compensation with transaction completion .
- Reporting cadence: Multiple NT 10-Q filings in 2H25 point to reporting schedule pressure, a factor to monitor for operational readiness ahead of a business combination .
Key data gaps: No disclosed TSR/revenue/EBITDA performance metrics tied to pay; no employment contracts, severance, or change-of-control terms pre-business combination; no pledging/hedging disclosures found in reviewed filings.