Goldenbridge Acquisition Limited filed SEC Form 8-K: Regulation FD Disclosure
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| , one Redeemable Warrant to acquire one-half of one Ordinary Share, and one Right to acquire one-tenth (1/10) of an Ordinary Share | Capital Market | |||
| Capital Market | ||||
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on May 23, 2022, Goldenbridge Acquisition Limited, a British Virgin Islands business company (“Goldenbridge”), SunCar Technology Group Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Goldenbridge (“PubCo”), SunCar Technology Global Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo, Auto Services Group Limited, a Cayman Islands exempted company (“SunCar”), the principal shareholders of SunCar, and Ye Zaichang, as representative of the Principal Shareholders, entered into an Agreement and Plan of Merger (the “Agreement”). The Agreement and related transactions were subsequently approved at a meeting of Goldenbridge’s shareholders held on April 14, 2023.
Pages 105-106 of the proxy statement delivered to Goldenbridge’s shareholders included information about projections for SunCar for the years ending December 31, 2022 through December 31, 2026. As disclosed in the proxy statement, such projections were prepared on July 8, 2022. However, due to the COVID-19 lockdowns that took place in China during 2022, SunCar’s management has indicated that it is not able to meet its original projections for 2022. Therefore, it is possible that SunCar’s actual results over the time periods and under the scenarios covered by the projections would be materially different and should not be relied upon. SunCar has not updated its projections at this time and, as disclosed in the proxy statement, does not intend to do so in the future.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 12, 2023
| Goldenbridge Acquisition Limited | ||
| By: | /s/ Yongsheng Liu | |
| Name: | Yongsheng Liu | |
| Title: | Chief Executive Officer | |
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