Goldenstone Acquisition Limited (the "Company", or "Goldenstone"), (NASDAQ:GDST), a newly organized blank check company, today announced that it has entered into a definitive merger agreement with Roxe Holding Inc ("Roxe"), a blockchain-based payments company that is powering the next generation of payment solutions, that will result in Roxe becoming a publicly traded company on the Nasdaq Stock Market. The transaction is subject to approval by Goldenstone and Roxe stockholders and other closing conditions, including regulatory approvals. Roxe is on a mission to build a global trusted community that includes everyone: individuals, banks, central banks, non-bank financial institutions, businesses, and merchants. Its blockchain offers a multilateral payment channel that supports multiple assets including currency, gift cards, gaming coins, loyalty rewards, stocks, cryptocurrencies, and CBDC. To date, 44 global partners use Roxe's global payment community, including ECS Fin, Axletree Solutions, Nium, N2Xpress, Fairexpay, Rana Express, iPay, and Treviso. These partners enable their B2C and B2B customers to send and receive payments from 113 countries around the world. Management Comments Josh Li, Chief Business Officer of Roxe, commented. "We are thrilled to be working with Goldenstone to bring Roxe onto NASDAQ, which we believe will accelerate our growth and that of the groundbreaking payments ecosystem that Roxe makes possible. We believe that through our combined teams and expertise, Roxe will empower users to streamline payments, financial transactions and value exchange across the globe." Eddie Ni, Chairman and Chief Executive Officer of Goldenstone, commented, "Roxe is a leading blockchain-based open payments network and we strongly believe in the tremendous opportunity for blockchain to transform payments. We believe that Roxe's adherence to a compliant, robust strategy will make it a winner in this track." Transaction Summary Under the terms of transaction, Roxe will merge with a wholly owned subsidiary of Goldenstone. In connection with the closing of the transaction, Goldenstone will be renamed as "Roxe Holding Group Inc." The pro forma combined enterprise value at signing is approximately $3.6 billion, subject to adjustment based on a valuation being conducted by an independent investment bank. It is anticipated that Roxe stockholders will roll 100% of their equity into the combined company and certain stockholders will have the potential to receive an earnout for additional shares of equity if certain price targets are met as set forth in the merger agreement The transaction is expected to close during Q1 of 2023 and remains subject to approval by Goldenstone's and Roxe's stockholders, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission in connection with the transaction, and other customary closing conditions.