Attached files
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 1, 2021
Date of Report (Date of earliest event reported)
Goldenbridge Acquisition Limited
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | 001-40132 | n/a | ||
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(State or other jurisdiction of |
(Commission File Number)
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(I.R.S. Employer Identification |
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15/F, Aubin House 171-172 Gloucester Road Wanchai, Hong Kong |
n/a | |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (86) 186-0217-2929
| N/A |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Item 1.01. Entry into a Material Definitive Agreement.
On March 1, 2021, the registration statement (File No. 333- 248662) (the “Registration Statement”) relating to the initial public offering (“IPO”) of Goldenbridge Acquisition Limited (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:
| ● | An Underwriting Agreement, dated March 1, 2021, by and between the Company and Maxim Group LLC (“Maxim”), as representative of the underwriters; |
| ● | A Warrant Agreement, dated March 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company; |
| ● | A Rights Agreement, dated March 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company; |
| ● | Letter Agreements, dated March 1, 2021, by and between the Company and each of the initial shareholders, officers and directors of the Company; |
| ● | An Investment Management Trust Agreement, dated March 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company; |
| ● | A Stock Escrow Agreement, dated March 1, 2021, by and among the Company, Continental Stock Transfer & Trust Company and each of the initial shareholders of the Company; and |
| ● | A Registration Rights Agreement, dated March 1, 2021, by and among the Company and the initial shareholders of the Company. |
On March 4, 2021, the Company consummated the IPO of 5,000,000 units (the “Units”). Each Unit consists of one ordinary share (“Ordinary Share”), one warrant (“Warrant”) entitling its holder to purchase one-half of one Ordinary Share at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of an Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day option to purchase up to 750,000 additional Units to cover over-allotments, if any. In addition, the Company sold to Maxim, for $100, an option to purchase up to 250,000 units exercisable at $11.50 per unit, commencing on the later of the consummation of a business combination and six months from the effective date of the Registration Statement.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with its sponsor of 350,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $3,500,000.
The Private Units are identical to the Units (as defined below) sold in the IPO except that the warrants included in the Private Units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Additionally, because the Private Units were issued in a private transaction, the initial purchasers and their permitted transferees will be allowed to exercise the warrants included in the Private Units for cash even if a registration statement covering the ordinary shares issuable upon exercise of such warrants is not effective and receive unregistered ordinary shares. Additionally, such initial purchasers agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. Such Initial Purchasers were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.
The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
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Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On February 28, 2021, in connection with the IPO, the Company amended and restated its memorandum and articles of association. On March 1, 2021, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles Of Association with the Registrar of Corporate Affairs in the British Virgin Islands. The terms of the Amended and Restated Memorandum and Articles Of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Company’s Amended and Restated Memorandum and Articles Of Association are attached as Exhibits 3.1 hereto, respectively, and are incorporated by reference herein.
Item 8.01 Other Events
As of March 4, 2021, a total of $50,000,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public stockholders at JPMorgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company, LLC, acting as trustee. An audited balance sheet as of March 4, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.
Item 9.01. Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 4, 2021
GOLDENBRIDGE ACQUISITION LIMITED
| By: | /s/ Yongsheng Liu | |
| Name: | Yongsheng Liu | |
| Title: | Chief Executive Officer |
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