Ray Chen
About Ray Chen
Ray Chen is a director of Goldenstone Acquisition Limited (GDST) since March 2021, with a background spanning SPAC operations, investor relations, aviation, and media. He attended business and marketing courses at Cleveland State University (1991–1995). As of the 2024 proxy record date, he was 59 years old and serves on GDST’s board but is not classified as an independent director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABC International Inc. | Chief Executive Officer | Prior to Asia Jet tenure (dates not specified) | Led consulting operations |
| Asia Jet Partners Limited | Executive Board Member; Head of Sales | Prior to Jan 2010 | General aviation and aircraft leasing leadership |
| Star Jet Co., Ltd. (Beijing Office) | Head of Sales | Jan 2010–Mar 2013 | Commercial sales leadership |
| Beijing Galloping Horse Film & TV Production Co., Ltd. | Chief Executive Officer | Jan 2013–Feb 2016 | Operational leadership in media |
| Fortissimo Film International Ltd. | Chief Executive Officer | Aug 2016–Jan 2018 | Film development/production leadership |
External Roles
| Organization | Role | Tenure | Status/Notes |
|---|---|---|---|
| Wealthbridge Acquisition Limited (SPAC) | Director; Chief Operating Officer | Feb 2018–May 2020 | Completed business combination with Scienjoy Inc. in May 2020 |
| Goldenbridge Acquisition Limited (SPAC) | Chief Operating Officer | Aug 2020–present (as disclosed) | Ongoing SPAC operations |
| Scienjoy Inc. | Investor Relations Officer | Since May 2020 | IR role following SPAC business combination |
Board Governance
- Board size: five directors; annual election cadence .
- Independence: McKeage, Tai, and Sun are independent under Nasdaq rules; Ray Chen is not listed as independent .
- Committee memberships and chairs:
- Audit Committee: Jonathan McKeage (Chair), Pin Tai, Nan Sun—independent-only composition; Ray Chen is not a member .
- Compensation Committee: Jonathan McKeage (Chair), Pin Tai, Nan Sun—independent-only composition; Ray Chen is not a member .
- Nominating Committee: Nan Sun (Chair), Jonathan McKeage, Pin Tai—independent-only composition; Ray Chen is not a member .
- Attendance: The Board met twice in FY ended March 31, 2024; no director attended fewer than 75% of Board and committee meetings .
Fixed Compensation
| Component | Pre-Business Combination Value ($) | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | Company discloses no compensation of any kind is paid to existing stockholders (including directors) prior to consummation of a business combination . |
| Committee membership fees | $0 | Same restriction applies pre-combination . |
| Committee chair fees | $0 | Same restriction applies pre-combination; Chen holds no chair roles . |
| Meeting fees | $0 | Not paid pre-combination . |
| Equity grants (RSUs/PSUs/options) | $0 | Not granted pre-combination . |
Performance Compensation
| Metric | Target | Actual | Notes |
|---|---|---|---|
| Incentive plan metrics (e.g., TSR, EBITDA, revenue growth, ESG) | N/A | N/A | No director incentive compensation prior to business combination; no performance metrics disclosed . |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Wealthbridge Acquisition Limited | Director & COO | SPAC ecosystem interlock; merged with Scienjoy Inc. . |
| Goldenbridge Acquisition Limited | COO | SPAC ecosystem interlock . |
| Scienjoy Inc. | Investor Relations Officer | Ongoing operating role at a post-SPAC company . |
Expertise & Qualifications
- SPAC and public company transaction experience; COO roles at two SPACs; IR leadership at Scienjoy Inc. .
- Operational leadership across aviation and media sectors (Asia Jet Partners, Star Jet, Beijing Galloping Horse, Fortissimo) .
- Business and marketing coursework at Cleveland State University (1991–1995) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Vehicle |
|---|---|---|---|
| Ray Chen | 187,813 | 5.46% | Raymond Charles Holding, LLC . |
Basis of percentage: 3,442,121 shares outstanding as of June 3, 2025; excludes shares issuable upon exercise of warrants or conversion of rights not exercisable/convertible within 60 days .
Governance Assessment
- Independence and committee effectiveness: Ray Chen is not designated independent under Nasdaq standards and does not serve on the audit, compensation, or nominating committees, concentrating committee oversight among the three independent directors led by McKeage and Sun. This structure supports independent oversight but limits Chen’s direct governance influence through committees .
- Ownership alignment: Chen holds 187,813 shares (5.46%), which aligns him economically with outcomes; however, SPAC sponsor economics and founder share structures can create misalignment risks versus public holders .
- Attendance/engagement: Attendance met thresholds (≥75%) in a year with limited meeting frequency (two meetings), indicating baseline engagement .
- Potential conflicts and related-party exposure:
- Sponsor incentives and founder share pricing ($0.017 per share vs $10.00 IPO units) could drive completion bias toward less favorable combinations, affecting all insiders, including directors affiliated with the sponsor and private placement units (aggregate 351,250 units at $10 each) .
- Extension mechanics require monthly deposits into the trust ($50,000 per month) to prolong the timeline to June 21, 2026, highlighting continued reliance on sponsor financing and the risk of prolonged pre-merger status .
- Broader governance risk environment:
- CFIUS review risk due to foreign persons associated with sponsor; could delay or block a combination, increasing liquidation risk .
- Securities delisted from Nasdaq and quoted OTC, with potential “penny stock” implications, reduced liquidity, and financing constraints—negative for investor confidence .
RED FLAGS
- Sponsor/insider economics: Founder shares and private placement units create incentives that may diverge from public shareholders (positive returns even at depressed share prices) .
- Listing status: Nasdaq delisting and OTC “penny stock” risks reduce liquidity and market access .
- Extended SPAC timeline: Reliance on monthly trust deposits to extend the combination deadline signals execution risk and timeline slippage .