Overview
We are a blank check company incorporated in the British Virgin Islands on
August 12, 2019 with limited liability (meaning our public shareholders have no
liability, as shareholders of the Company, for the liabilities of the Company
over and above the amount paid for their shares) to serve as a vehicle to effect
a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more target
businesses. Our efforts to identify a prospective target business will not be
limited to a particular industry or geographic location. We intend to utilize
cash derived from the proceeds of this offering, our securities, debt or a
combination of cash, securities and debt, in effecting a business combination.
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our entire activity from inception up to March 4, 2021 was in preparation for
the initial public offering. Since the initial public offering, our activity has
been limited to the evaluation of business combination candidates, and we will
not be generating any operating revenues until the closing and completion of our
initial business combination. We expect to incur increased expenses as a result
of being a public company (for legal, financial reporting, accounting and
auditing compliance), as well as for due diligence expenses. We expect our
expenses to increase substantially after this period. However, we cannot assure
you that our plans to complete a business combination will be successful.
For the years ended June 30, 2022 and 2021, we had a net loss of $286,103 and
$819,366, respectively, which was comprised of change in fair value of warrant
liabilities, interest and dividend income and general and administrative
expenses.
Liquidity and Capital Resources
Until the consummation of the initial public offering, the Company's only source
of liquidity was an initial purchase of ordinary shares by the Sponsor, monies
loaned by the Sponsor under a certain unsecured promissory note and advances
from the Sponsor.
On March 4, 2021, we consummated the initial public offering of 5,000,000 Public
Units at a price of $10.00 per unit, generating gross proceeds of $50,000,000.
Subsequently, on March 9, 2021, the underwriters exercised the option in full of
750,000 units at a price of $10.00 per unit, generating gross proceeds of
$7,500,000. Simultaneously with the closing of the initial public offering, we
consummated the sale of 350,000 Private Units, at a price of $10.00 per unit,
generating gross proceeds of $3,500,000.
Following the initial public offering and the exercise of the over-allotment
option, a total of $57,500,000 was placed in the Trust Account. We incurred
$1,837,194 in initial public offering related costs, including $1,437,500 of
underwriting fees and $399,694 of initial public offering costs.
For the year ended June 30, 2022, cash used in operating activities was
$643,797. Net loss of $286,103 was impacted by interest earned on marketable
securities held in the Trust Account of $19,333, an increase in fair value of
derivative warrant liabilities of $100,000, sundry income earned due to note
payable terminated of $575,000 and changes in operating assets and liabilities,
which provided $136,639 of cash.
As of June 30, 2022, we had cash and marketable securities held in the Trust
Account of $58,754,548. We may withdraw interest to pay our income taxes, if
any. We intend to use substantially all of the net proceeds of the initial
public offering, including the funds held in the Trust Account, to acquire a
target business or businesses and to pay our expenses relating thereto. To the
extent that our capital stock is used in whole or in part as consideration to
effect our business combination, the remaining proceeds held in the Trust
Account, as well as any other net proceeds not expended, will be used as working
capital to finance the operations of the target business. Such working capital
funds could be used in a variety of ways including continuing or expanding the
target business' operations, for strategic acquisitions and for marketing,
research and development of existing or new products. Such funds could also be
used to repay any operating expenses or finders' fees which we had incurred
prior to the completion of our business combination if the funds available to us
outside of the Trust Account were insufficient to cover such expenses.
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We intend to use the funds held outside the Trust Account primarily to identify
and evaluate target businesses, perform business due diligence on prospective
target businesses, travel to and from the offices, plants or similar locations
of prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses,
and structure, negotiate and complete a business combination.
We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business.. However, if our estimate of
the costs of identifying a target business, undertaking in-depth due diligence
and negotiating our initial business combination is less than the actual amount
necessary to do so, or the amount of interest available to use from the trust
account is minimal as a result of the current interest rate environment, we may
be required to raise additional capital, the amount, availability and cost of
which is currently unascertainable. In this event, we could seek such additional
capital through loans or additional investments from members of our management
team, but such members of our management team are not under any obligation to
advance funds to, or invest in, us. In the event that the business combination
does not close, we may use a portion of the working capital held outside the
Trust Account to repay such loaned amounts, but no proceeds from our Trust
Account would be used for such repayment. Such loans would be evidenced by
promissory notes. The notes would either be paid upon consummation of our
business combination, without interest, or, at the lender's discretion, up to
$500,000 of the notes may be converted upon consummation of our business
combination into additional Private Units at a price of $10.00 per unit. The
terms of such loans by our initial shareholders, officers and directors, if any,
have not been determined and no written agreements exist with respect to such
loans.
Off-balance Sheet Financing Arrangements
We have no obligations, assets or liabilities which would be considered
off-balance sheet arrangements as of June 30, 2022. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of
other entities, or purchased any non-financial assets.
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Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities other than an agreement to pay our Sponsor
a monthly fee of $10,000 for general and administrative services, including
office space, utilities and administrative services to the Company. We began
incurring these fees on June 1, 2020 and will continue to incur these fees
monthly until the earlier of the completion of the business combination and the
Company's liquidation. Also, we are committed to the below:
Registration Rights
The holders of the Founder Shares, the Private Placement Warrants (and their
underlying securities) and the warrants that may be issued upon conversion of
the Working Capital Loans (and their underlying securities) are entitled to
registration rights pursuant to a registration rights agreement signed on the
effective date of the Public Offering. The holders of a majority of these
securities are entitled to make up to two demands that the Company register such
securities. The holders of the majority of the Founder Shares can elect to
exercise these registration rights at any time commencing three months prior to
the date on which these ordinary shares are to be released from escrow. The
holders of a majority of the Private Placement Warrants and warrants issued in
payment of Working Capital Loans made to the Company (or underlying securities)
can elect to exercise these registration rights at any time after the Company
consummates a Business Combination. In addition, the holders have certain
"piggy-back" registration rights with respect to registration statements filed
subsequent to the completion of a Business Combination. The Company will bear
the expenses incurred in connection with the filing of any such registration
statements.
Private Warrants
The Company classifies the Private Warrants as liabilities at their fair value
and adjusts the Private Warrants to fair value at each reporting period. This
liability is subject to re-measurement at each balance sheet date until
exercised, and any change in fair value is recognized in our statement of
operations. The Private Warrants are valued using a Black Scholes model.
Deferred Underwriting Commission and Transaction Fee
Maxim Group LLC ("Maxim") was engaged by Goldenbridge to act as its financial
advisor in connection with a business combination with a special purpose
acquisition company. For its services, Maxim has agreed to be paid entirely,
other than customary expense reimbursement, in Goldenbridge Ordinary Shares,
issued at the same per share price as issued as consideration in the Business
Combination with SunCar, in an amount of such ordinary shares equal to 0.8% of
the equity value of SunCar (the "Transaction Fee"). Assuming a per share price
of $10 per share, such Transaction Fee payable upon consummation of the Business
Combination would be approximately 640,000 PubCo Ordinary Shares (following
exchange of such shares for Goldenbridge Ordinary Shares in the Business
Combination). Other than piggyback rights to registration, Maxim's shares would
have the same rights as other holders of Goldenbridge Ordinary Shares in the
Business Combination. Furthermore, under the terms of the underwriting agreement
in connection with Goldenbridge's IPO, Goldenbridge owes Maxim a deferred
underwriting fee of $2,012,500 upon the completion of the Business Combination
for its role as underwriter in the IPO (the "Deferred Underwriting Commission").
Maxim has rights to reimbursement of out-of-pocket expenses of to $5,000 in the
aggregate, without prior approval of Goldenbridge, and such expenses upon
invoice are payable only upon the successful closing of a business combination.
On March 5, 2021, Maxim exercised its right to acquire an option to purchase up
to a total of 287,500 units of Goldenbridge sold in its IPO (the "Unit Purchase
Option") for $100, provided that Maxim would be required to pay upon exercise of
such option an exercise price of $11.50 per unit. As of June 30, 2022, the Unit
Purchase Option has not been exercised by Maxim.
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Right of First Refusal
According to its financial advisor agreement with Goldenbridge, Maxim has rights
of first refusal, on a non-exclusive basis, to be underwriter or placement agent
in connection with an equity, equity-linked, convertible or debt financing in
connection with the Business Combination, although Maxim has rights to be a
specified lead in such transaction if it so determines. To date, Maxim has not
exercised this right of first refusal.
Subject to certain conditions, the Company granted Maxim, for a period of 15
months after the date of the consummation of the business combination, a right
of first refusal to act as lead underwriters or minimally as a co-manager, with
at least 30% of the economics; or, in the case of a three-handed deal, 30% of
the economics, for any and all future public and private equity and debt
offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first
refusal shall not have a duration of more than three years from the effective
date of the registration statement of which this prospectus forms a part.
Critical Accounting Policies
The preparation of consolidated financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America ("GAAP") requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the consolidated financial statements, and
income and expenses during the periods reported. Actual results could materially
differ from those estimates. The Company has not identified any significant
accounting policies.
Warrants
The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in Financial Accounting
Standards Board ("FASB") Accounting Standards Codification ("ASC") 480,
"Distinguishing Liabilities from Equity" ("ASC 480") and ASC 815, "Derivatives
and Hedging" ("ASC 815"). The assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the warrants meet all of the
requirements for equity classification under ASC 815, including whether the
warrants are indexed to the Company's own ordinary shares and whether the
warrant holders could potentially require "net cash settlement" in a
circumstance outside of the Company's control, among other conditions for equity
classification. This assessment, which requires the use of professional
judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of
equity at the time of issuance. For issued or modified warrants that do not meet
all the criteria for equity classification, the warrants are required to be
recorded as liabilities at their initial fair value on the date of issuance, and
each balance sheet date thereafter. Changes in the estimated fair value of the
warrants are recognized as a non-cash gain or loss on the statements of
operations.
Ordinary Shares Subject To Possible Redemption
The Company accounts for its ordinary shares subject to possible redemption in
accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from
Equity." Ordinary share subject to mandatory redemption (if any) is classified
as a liability instrument and is measured at fair value. Conditionally
redeemable ordinary shares (including ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company's control)
are classified as temporary equity. At all other times, ordinary shares are
classified as shareholders' equity. The Company's ordinary shares feature
certain redemption rights that are subject to occurrence of uncertain future
events and considered to be outside of the Company's control.
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Net Loss Per Share
The Company calculates net loss per share in accordance with ASC Topic 260,
Earnings per Share. Basic loss per share is computed by dividing the net loss by
the weighted-average number of ordinary shares outstanding during the period,
excluding ordinary shares subject to possible redemption. Diluted loss per share
is computed by dividing net loss by the weighted average number of ordinary
shares outstanding, plus to the extent dilutive, the incremental number of
ordinary shares to settle rights and other ordinary share equivalents (currently
none outstanding), as calculated using the treasury stock method. Ordinary
shares subject to possible redemption at June 30, 2022 and 2021, which are not
currently redeemable and are not redeemable at fair value, have been excluded
from the calculation of basic and diluted loss per share since such shares, if
redeemed, only participate in their pro rata share of the Trust Account
earnings. The Company has not considered the effect of rights that convert into
287,500 ordinary shares in the unit purchase option sold to the underwriter, in
the calculation of diluted loss per share, since the conversion of the rights
into ordinary shares would be anti-dilutive.
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