UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10–-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~ ~~30,~~December 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number: 001-40132

GOLDENBRIDGE ACQUISITION LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15/F, Aubin House 171-172 Gloucester Road Wanchai, Hong Kong		N/A
(Address of principal executive offices)		(Zip Code)

(86) 186-0217-2929

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share, no par value, one Redeemable Warrant to acquire one-half of one Ordinary Share, and one Right to acquire one-tenth (1/10) of one Ordinary Share	GBRGU	NASDAQ Capital Market
Ordinary Shares	GBRG	NASDAQ Capital Market
Warrants	GBRGW	NASDAQ Capital Market
Rights	GBRGR	NASDAQ Capital Market

As of ~~November~~February 16, ~~2022~~2023, there were 73,~~566~~561,~~250~~ 863 Company’s ordinary shares, no par value, issued and outstanding.

GOLDENBRIDGE ACQUISITION LIMITED

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	2
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit	3
	Unaudited Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2021
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2426
Item 4.	Control and Procedures	2526
PART II – OTHER INFORMATION
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2628
Item 1A.	Risk Factors	2628
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2630
Item 3.	Defaults Upon Senior Securities	2631
Item 4.	Mine Safety Disclosures	2631
Item 5.	Other Information	2631
Item 6.	Exhibits	2732
SIGNATURES		2833

PART 1 –- FINANCIAL INFORMATION

Item 1. Financial Statements

GOLDENBRIDGE ACQUISITION LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	December 31, 2022			June 30, 2022
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	59,738		$	110,643

Total current assets		59,738			110,643
Cash and investments held in trust account		18,437,438			58,754,548

TOTAL ASSETS	$	18,497,176		$	58,865,191

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued liabilities and other payable	$	240,123		$	80,000
Notes payable		1,324,561			575,000
Amount due to related parties		309,981			9,981

Total current liabilities		1,874,665			664,981
Warrant liabilities		30,000			840,000
Deferred underwriting compensation		2,012,500			2,012,500

TOTAL LIABILITIES		3,917,165			3,517,481

Commitments and contingencies

Ordinary shares, subject to possible redemption: 1,745,613 and 5,750,000 shares (at redemption value of $10.56 and $10.22 per share), respectively		18,437,438			58,754,548

Shareholders’ deficit:
Ordinary shares; no par value; unlimited shares authorized; 1,816,250 shares issued and outstanding as of December 31, 2022 and June 30, 2022, respectively		2,755,000			2,755,000
Accumulated other comprehensive income		-			82,398
Accumulated deficit		(6,612,427	)		(6,244,236	)

Total shareholders’ deficit		(3,857,427	)		(3,406,838	)

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT	$	18,497,176		$	58,865,191

	September 30, 2022			June 30, 2022
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	38,125		$	110,643
Total current assets		38,125			110,643
Cash and investments held in trust account		59,590,850			58,754,548
TOTAL ASSETS	$	59,628,975		$	58,865,191
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued liabilities and other payable	$	230,000		$	80,000
Note payable – related party		1,150,000			575,000
Amount due to a related party		9,981			9,981
Total current liabilities		1,389,981			664,981
Warrant liabilities		20,000			840,000
Deferred underwriting compensation		2,012,500			2,012,500
TOTAL LIABILITIES		3,422,481			3,517,481
Commitments and contingencies
Ordinary shares, subject to possible redemption: 5,750,000 and 5,750,000 shares (at redemption value of $10.36 and $10.22 per share), respectively		59,590,850			58,754,548
Shareholders’ deficit:
Ordinary shares; no par value; unlimited shares authorized; 1,816,250 shares issued and outstanding		2,755,000			2,755,000
Accumulated deficit		(6,394,150	)		(6,244,236	)
Accumulated other comprehensive income		254,794			82,398
Total shareholders’ deficit		(3,384,356	)		(3,406,838	)
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT	$	59,628,975		$	58,865,191

See accompanying notes to unaudited condensed consolidated financial statements.

~~See accompanying notes to unaudited condensed consolidated financial statements.~~1

1GOLDENBRIDGE ACQUISITION LIMITED

~~GOLDENBRIDGE~~UNAUDITED CONDENSED CONSOLIDATED ~~ACQUISITION~~STATEMENTS ~~LIMITED~~OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Three months ended December 31,						Six months ended December 31,
	2022			2021			2022			2021
Formation, general and administrative expenses	$	(288,511	)	$	(256,376	)	$	(511,028	)	$	(525,644	)

Total operating expenses		(288,511	)		(256,376	)		(511,028	)		(525,644	)

Other income (expense):
Interest income		523,240			5,047			612,145			6,991
Change in fair value of warrant liabilities		(10,000	)		20,000			810,000			30,000
Total other income, net		513,240			25,047			1,422,145			36,991

Income (loss) before income taxes		224,729			(231,329	)		911,117			(488,653	)

Income taxes		-			-			-			-

NET INCOME (LOSS)	$	224,729		$	(231,329	)	$	911,117		$	(488,653	)

Other comprehensive income:
Unrealized gain on available-for-sale securities		(254,794	)		2,486			(82,398	)		7,484

COMPREHENSIVE INCOME (LOSS)		(30,065	)		(228,843	)		828,719			(481,169	)

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption		5,314,741			5,750,000			5,532,370			5,750,000
Basic and diluted net income (loss) per share, ordinary shares subject to possible redemption	$	0.05			(0.03	)	$	0.18		$	(0.06	)

Basic and diluted weighted average shares outstanding, ordinary shares attributable to Goldenbridge Acquisition Limited		1,816,250			1,816,250			1,816,250			1,816,250
Basic and diluted net loss per share, ordinary shares attributable to Goldenbridge Acquisition Limited	$	(0.03	)	$	(0.03	)	$	(0.05	)	$	(0.06	)

~~(Currency expressed~~See inaccompanying ~~United~~notes ~~States~~to ~~Dollars~~unaudited ~~(“US$”),~~condensed consolidated ~~except~~financial ~~for number of shares)~~statements.

	Three Months Ended September 30,
	2022			2021
Formation, general and administrative expenses	$	(222,518	)	$	(269,268	)
Other income (expenses):
Change in fair value of warrant liabilities		820,000			10,000
Dividend income		8			-
Interest income		88,898			1,944
Other income, net		908,906			11,944
NET INCOME (LOSS)	$	686,388		$	(257,324	)
Other comprehensive income:
Unrealized gain on available-for-sale securities		172,396			4,998
COMPREHENSIVE INCOME (LOSS)	$	858,784		$	(252,326	)
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption		5,750,000			5,750,000
Basic and diluted net income per share, ordinary shares subject to possible redemption	$	0.13		$	(0.03	)
Basic and diluted weighted average shares outstanding, ordinary shares attributable to Goldenbridge Acquisition Limited		1,816,250			1,816,250
Basic and diluted net loss per share, ordinary shares attributable to Goldenbridge Acquisition Limited	$	(0.02	)	$	(0.03	)

~~See accompanying~~GOLDENBRIDGE ~~notes to unaudited condensed consolidated financial statements.~~ACQUISITION LIMITED

2UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

GOLDENBRIDGE ACQUISITION LIMITED

	Ordinary shares				Accumulated other comprehensive			Accumulated			Total shareholders’
	No. of shares		Amount		income			deficit			deficit
Balance as of July 1, 2022		1,816,250	$	2,755,000	$	82,398		$	(6,244,236	)	$	(3,406,838	)

Unrealized holding gain on available-for-sales securities		-		-		254,794			-			254,794
Reclassification of realized holding gain on available-for-sales securities		-		-		(82,398	)		-			(82,398	)
Accretion of carrying value to redemption value		-		-		-			(836,302	)		(836,302	)
Net income		-		-		-			686,388			686,388

Balance as of September 30, 2022		1,816,250		2,755,000		254,794			(6,394,150	)		(3,384,356	)

Reclassification of realized holding gain on available-for-sales securities		-		-		(254,794	)		-			(254,794	)
Accretion of carrying value to redemption value		-		-		-			(443,006	)		(443,006	)
Net income		-		-		-			224,729			224,729

Balance as of December 31, 2022		1,816,250	$	2,755,000	$	-		$	(6,612,427	)	$	(3,857,427	)

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

	Ordinary shares				Accumulated other comprehensive			Accumulated			Total shareholders’
	No. of shares		Amount		income (loss)			deficit			deficit
Balance as of July 1, 2021 (As restated)		1,816,250	$	2,755,000	$	(3,666	)	$	(4,703,585	)	$	(1,952,251	)

Unrealized holding gain on available-for-sales securities		-		-		6,507			-			6,507
Reclassification of realized holding gain on available-for-sales securities		-		-		(1,509	)		-			(1,509	)
Net loss		-		-		-			(257,324	)		(257,324	)

Balance as of September 30, 2021		1,816,250		2,755,000		1,332			(4,960,909	)		(2,204,577	)

Unrealized holding gain on available-for-sales securities		-		-		7,268			-			7,268
Reclassification of realized holding loss on available-for-sales securities		-		-		(4,782	)		-			(4,782	)
Net loss		-		-		-			(231,329	)		(231,329	)

Balance as of December 31, 2021		1,816,250	$	2,755,000	$	3,818		$	(5,192,238	)	$	(2,433,420	)

~~(Currency expressed~~See inaccompanying ~~United~~notes ~~States~~to ~~Dollars~~unaudited ~~(“US$”),~~condensed consolidated ~~except~~financial ~~for number of shares)~~statements.

	Three months ended September 30, 2022
	Ordinary shares				Accumulated other comprehensive			Accumulated			Total shareholders’
	No. of shares		Amount		income			deficit			deficit
Balance as of July 1, 2022		1,816,250	$	2,755,000	$	82,398		$	(6,244,236	)	$	(3,406,838	)
Unrealized holding gain on available-for-sales securities		-		-		254,794			-			254,794
Realized holding gain on available-for-sales securities		-		-		(82,398	)		-			(82,398	)
Accretion of carrying value to redemption value		-		-		-			(836,302	)		(836,302	)
Net income		-		-		-			686,388			686,388
Balance as of September 30, 2022		1,816,250	$	2,755,000	$	254,794		$	(6,394,150	)	$	(3,384,356	)

	Three months ended September 30, 2021
	Ordinary shares				Accumulated other comprehensive			Accumulated			Total shareholders’
	No. of shares		Amount		income			deficit			deficit
Balance as of July 1, 2021 (Revised)		1,816,250	$	2,755,000	$	(3,666	)	$	(4,703,585	)	$	(1,952,251	)
Unrealized holding gain on available-for-sales securities		-		-		6,507			-			6,507
Realized holding gain on available-for-sales securities		-		-		(1,509	)		-			(1,509	)
Net loss		-		-		-			(257,324	)		(257,324	)
Balance as of September 30, 2021		1,816,250	$	2,755,000	$	1,332		$	(4,960,909	)	$	(2,204,577	)

GOLDENBRIDGE ACQUISITION LIMITED

~~See accompanying~~UNAUDITED ~~notes~~CONDENSED toCONSOLIDATED STATEMENT ~~unaudited~~OF ~~condensed~~CASH ~~consolidated financial statements.~~FLOWS

3(Currency expressed in United States Dollars (“US$”), except for number of shares)

GOLDENBRIDGE ACQUISITION LIMITED-

	Six months ended December 31, 2022			Six months ended December 31, 2021
Cash flows from operating activities
Net income (loss)	$	911,117		$	(488,653	)

Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		(810,000	)		(30,000	)
Interest income earned in cash and investments held in trust account		(612,145	)		(6,339	)

Change in operating assets and liabilities:
Decrease in prepayment		-			100,200
Increase in accrued liabilities and other payable		160,123			104,980
Net cash used in operating activities		(350,905	)		(319,812	)

Cash flows from investing activities
Proceeds of promissory notes deposited in trust account		(749,561	)		-
Cash withdrawn from trust account to pay redeeming shareholders		41,596,418			-
Net cash provided by investing activities		40,846,857			-

Cash flows from financing activities
Advances from a related party		300,000			-
Proceeds of promissory notes		749,561			-
Redemption of ordinary share		(41,596,418	)		-
Net cash used in financing activities		(40,546,857	)		-

NET CHANGE IN CASH		(50,905	)		(319,812	)

Cash, beginning of period		110,643			754,440

Cash, end of period	$	59,738		$	434,628

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Accretion of carrying value to redemption value	$	1,279,308		$	-
Realized holding gains on available-for-sales securities	$	337,192		$	6,291

~~UNAUDITED CONDENSED~~See ~~CONSOLIDATED~~accompanying ~~STATEMENT~~notes OFto ~~CASH~~unaudited ~~FLOWS~~condensed consolidated financial statements.

~~(Currency expressed in United States Dollars (“US$”), except for number of shares)~~4

	Three Months ended September 30,
	2022			2021
Cash flows from operating activities
Net income (loss)	$	686,388		$	(257,324	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		(820,000	)		(10,000	)
Interest income earned in cash and investments held in trust account		(88,906	)		(1,557	)
Change in operating assets and liabilities:
Decrease in prepayment		-			50,100
Increase in accrued liabilities and other payable		100,000			102,480
Net cash used in operating activities		(122,518	)		(116,301	)
Cash flows from financing activities
Advances from a related party, net		50,000			-
Net cash provided by financing activities		50,000			-
NET CHANGE IN CASH		(72,518	)		(116,301	)
Cash, beginning of period		110,643			754,440
Cash, end of period	$	38,125		$	638,139
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Accretion of carrying value to redemption value	$	836,302		$	-
Unrealized holding gains on available-for-sales securities	$	(172,396	)	$	-
Proceeds of promissory notes deposited in Trust account	$	575,000		$	-

GOLDENBRIDGE ACQUISITION LIMITED

~~See accompanying~~NOTES ~~notes~~TO toUNAUDITED ~~unaudited~~CONDENSED ~~condensed~~CONSOLIDATED ~~consolidated financial statements.~~FINANCIAL STATEMENTS

4(Currency expressed in United States Dollars (“US$”), except for number of shares)

~~GOLDENBRIDGE~~NOTE ~~ACQUISITION~~1 ~~LIMITED~~– ORGANIZATION AND BUSINESS BACKGROUND

~~NOTES~~Goldenbridge TOAcquisition ~~UNAUDITED~~Limited ~~CONDENSED~~(“Goldenbridge” the ~~CONSOLIDATED~~“Company” ~~FINANCIAL~~or “we”, “us” and “our”) is a newly organized blank check company incorporated ~~STATEMENTS~~on August 12, 2019, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on opportunities in the artificial intelligence and any other related technology innovations market in North America.

~~(Currency~~CVS ~~expressed~~X inLimited ~~United States Dollars~~ (“~~US$~~CVSX”) is a company incorporated on May 11, ~~except~~2021, under the laws of the Cayman Island for ~~number~~the purpose of ~~shares)~~effecting the Business Combination. CVSX is wholly owned by Goldenbridge.

~~NOTE~~Smart CVS Limited (“SCL”, or together 1with –CVSX, ~~ORGANIZATION~~“the ~~AND~~subsidiaries”) ~~BUSINESS~~is ~~BACKGROUND~~a company incorporated on May 21, 2021, under the laws of the Cayman Island for the purpose of effecting the Business Combination. SCL is wholly owned by CVSX.

~~Goldenbridge Acquisition~~SunCar ~~Limited~~Technology ~~(“Goldenbridge”~~Group ~~the~~Inc., ~~“Company”~~(formerly orknown as ~~“we”,~~AgiiPlus ~~“us”~~Global ~~and~~Inc.) (“~~our~~PubCo”) is a ~~newly organized blank check~~ company incorporated onin ~~August 12, 2019, under~~ the ~~laws~~Cayman ~~of the British Virgin~~ Islands for the purpose of ~~acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all~~ of effecting the ~~assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (~~Business Combination~~”).~~ ~~Although~~and ~~the Company is not limited~~ to aserve ~~particular~~as ~~industry~~the orvehicle ~~geographic region~~ for, ~~purposes~~and ofbe ~~consummating a~~subsumed ~~Business Combination~~by, ~~the~~AgiiPlus ~~Company~~Inc., ~~intends~~pursuant to ~~focus on opportunities in~~ the ~~artificial~~Acquisition ~~intelligence~~Merger. ~~and~~PubCo ~~any~~is ~~other~~wholly ~~related technology~~owned ~~innovations~~by ~~market~~the ~~in North America~~Goldenbridge.

~~CVS~~SunCar Technology Global Inc., (formerly known Xas ~~Limited~~AgiiPlus Corporation Inc.) (“~~CVSX~~Merger Sub”) is a company incorporated onin ~~May~~the ~~11,~~Cayman ~~2021,~~Islands ~~under~~for the ~~laws~~purpose of effecting the ~~Cayman~~Business ~~Island~~Combination ~~for~~and to serve as the ~~purpose~~vehicle offor, ~~effecting~~ and be subsumed by, AgiiPlus Inc., pursuant to the ~~Business~~Acquisition ~~Combination~~Merger. ~~CVSX~~Merger Sub is wholly owned by ~~Goldenbridge~~the PubCo.

~~Smart~~On September 30, 2021, the Company entered into ~~CVS~~a ~~Limited~~definitive agreement or non-binding letter of intent to acquire a company, AgiiPlus Inc., (“~~SCL~~AgiiPlus”,). orThe ~~together~~aggregate ~~with~~consideration to ~~CVSX~~be paid to AgiiPlus shareholders for the Acquisition Merger is $520 million, “payable in the ~~subsidiaries~~form of a number of newly issued Purchaser Ordinary Shares (the “Closing Payment Shares”) isvalued aat ~~company~~the ~~incorporated~~$10.00 onper ~~May~~share. 21Under the Merger Agreement, ~~2021~~1,000,000 ~~under~~shares of the ~~laws~~Closing ofPayment ~~the~~Shares ~~Cayman~~(“Escrow ~~Island~~Shares”) to be issued will be held in escrow for ~~the~~a ~~purpose~~period of ~~effecting~~6 months after the ~~Business~~closing to ~~Combination~~satisfy indemnification obligations. ~~SCL~~AgiipPlus isagreed ~~wholly~~to ~~owned~~pay by$100,000 ~~CVSX~~initial deposit to the Company for execution.

~~SunCar Technology~~On ~~Group~~May ~~Inc.~~2, ~~(formerly~~2022, ~~known~~the asCompany, AgiiPlus ~~Global~~Inc. and AgiiPlus Inc.)’s shareholders (the “~~PubCo~~Parties”) isentered into a ~~company~~Termination ~~incorporated~~and Fee Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Parties agreed to mutually terminate the Merger Agreement, subject to the representations, warranties, conditions and covenants set forth in the ~~Cayman~~Termination ~~Islands~~Agreement. In conjunction with the termination of the Merger Agreement, ~~for~~the Additional Agreements (as defined in the ~~purpose~~Merger Agreement) (including the Shareholder Supporting Agreements) have also been terminated in accordance with their respective terms as of ~~effecting~~May 2, 2022, the ~~Business~~Termination ~~Combination~~Date. ~~and~~The toTermination ~~serve~~Agreement provides that as a reimbursement of certain expenses incurred by the ~~vehicle~~Company ~~for~~in connection with the Merger Agreement and pursuing a transaction with AgiiPlus, and bein consideration ~~subsumed~~of bythe representations, ~~AgiiPlus~~warranties, ~~Inc.~~covenants and agreements contained therein, ~~pursuant~~AgiiPlus shall pay to the Company an amount of $150,000 within fifteen (15) business days of the ~~Acquisition~~Termination ~~Merger~~Date. ~~PubCo~~The isamount ~~wholly~~was ~~owned~~settled byon May 16, 2022 and treated as sundry income during the ~~Goldenbridge~~year ended June 30, 2022.

~~SunCar~~On May 23, 2022, the Company entered into a definitive ~~Technology~~agreement ~~Global~~or ~~Inc~~plan of merger of intent to merge with Auto Services Group Limited (“SunCar”). Upon the closing of the transactions contemplated by the Agreement, ~~(formerly~~the ~~known~~Company aswill ~~AgiiPlus~~merge ~~Corporation~~with ~~Inc~~and into the PubCo, resulting in all the Company’s shareholders becoming shareholders of the Pub Co.) (“Concurrently therewith, Merger Sub”) iswill amerge ~~company~~with ~~incorporated~~and into SunCar, resulting in the ~~Cayman Islands~~Pub ~~for~~Co acquiring 100% of the ~~purpose~~issued and outstanding equity securities of ~~effecting~~SunCar (the ~~Business~~“Acquisition ~~Combination~~Merger”). ~~and~~The aggregate consideration to ~~serve~~be aspaid to the ~~vehicle~~shareholders for, ~~and~~the beAcquisition ~~subsumed~~Merger byis $800 million, ~~AgiiPlus~~payable ~~Inc~~in the form of a number of newly issued Purchaser Ordinary Shares (the “Closing Payment Shares”) valued at the $10.,00 ~~pursuant~~per share in accordance towith the ~~Acquisition~~terms ~~Merger~~of the agreement. Under the Merger ~~Sub~~Agreement, is1,000,000 ~~wholly~~shares ~~owned~~of bythe Closing Payment Shares (“Escrow Shares”) to be issued will be held in escrow for a period of 6 months after the ~~PubCo~~closing to satisfy indemnification obligations.

~~On September~~As 30of December 31, ~~2021~~2022, the Company ~~entered~~had ~~into~~not acommenced any ~~definitive~~operations. ~~agreement~~All oractivities ~~non-binding~~through ~~letter~~December ~~of intent to acquire a company~~31, ~~AgiiPlus~~2022 ~~Inc., (“AgiiPlus”).~~relate ~~The aggregate consideration~~ to ~~be paid to AgiiPlus shareholders for~~ the ~~Acquisition~~Company’s ~~Merger is $520 million~~formation, ~~payable~~ incompletion ~~the form~~ of aits ~~number~~initial ofpublic ~~newly~~offering as ~~issued~~described ~~Purchaser~~below, ~~Ordinary~~as ~~Shares~~well ~~(the~~as ~~“Closing~~negotiation ~~Payment~~and ~~Shares”)~~consummation ~~valued at the $10.00 per share. Under the Merger Agreement, 1,000,000 shares~~ of the ~~Closing~~proposed ~~Payment~~business ~~Shares~~combination ~~(“Escrow~~with ~~Shares”)~~PubCo. toThe beCompany ~~issued~~generates non-operating ~~will~~income ~~be held~~ in ~~escrow~~the ~~for~~form ~~a period~~ of 6interest ~~months~~income ~~after~~from the ~~closing~~proceeds toderived ~~satisfy~~from ~~indemnification~~the ~~obligations.~~Initial ~~AgiipPlus~~Public ~~agreed to pay $100~~Offering,~~000 initial deposit~~ towhich ~~the~~proceeds ~~Company~~are ~~for~~held ~~execution~~in trust.

On May 2, 2022, the Company, AgiiPlus Inc. and AgiiPlus Inc.’s shareholders (the “Parties”) entered into a Termination and Fee Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Parties agreed to mutually terminate the Merger Agreement, subject to the representations, warranties, conditions and covenants set forth in the Termination Agreement. In conjunction with the termination of the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) (including the Shareholder Supporting Agreements) have also been terminated in accordance with their respective terms as of May 2, 2022, the Termination Date. The Termination Agreement provides that as a reimbursement of certain expenses incurred by the Company in connection with the Merger Agreement and pursuing a transaction with AgiiPlus, and in consideration of the representations, warranties, covenants and agreements contained therein, AgiiPlus shall pay to the Company an amount of $150,000 within fifteen (15) business days of the Termination Date. The amount was settled on May 16, 2022 and treated as sundry income during the year ended June 30, 2022.5

5Financing

~~GOLDENBRIDGE~~The ~~ACQUISITION~~registration statement for the Company’s ~~LIMITED~~initial public offering (the “Public Offering” as described in Note 4) was declared effective by the United States Securities and Exchange Commission (“SEC”) on March 1, 2021. The Company consummated the Public Offering on March 4, 2021 of 5,000,000 units at $10.00 per unit (the “Public Units’). Subsequently, on March 9, 2021, the underwriters exercised the option in full of 750,000 units at a price of $10.00 per unit. Concurrently with the Public Offering, the Company sold to Cross Wealth Investment Holding Limited (the “Sponsor”) 350,000 private units at a price of $10.00 per unit and sold to Maxim Group LLC for $100 an option to purchase 287,500 units at an exercise price of $11.50 per unit. The Company received net proceeds of approximately $59,162,906 (which includes deferred underwriting commissions of $2,012,500). Transaction costs amounted to $1,837,194, consisting of $1,437,500 of underwriter’s fees and $399,694 of other offering costs.

~~NOTES~~Trust ~~TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Account

Upon the closing of the Public Offering and the private placement, $57,500,000 was placed in a trust account (~~Currency~~the ~~expressed~~“Trust Account”) with Continental Stock Transfer & Trust Company, LLC acting as trustee. The funds held in the Trust Account can be invested in United States ~~Dollars~~government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (~~“US$”~~i), ~~except~~the ~~for~~consummation ~~number~~of the Company’s initial business combination within the required time period and (ii) the redemption of 100% of the outstanding public shares if the Company has not completed an initial business combination in the required time period. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations.

~~On May~~Business 23, 2022, the Company entered into a definitive agreement or plan of merger of intent to merge with Auto Services Group Limited (“SunCar”). Upon the closing of the transactions contemplated by the Agreement, the Company will merge with and into the PubCo, resulting in all the Company’s shareholders becoming shareholders of the Pub Co. Concurrently therewith, Merger Sub will merge with and into SunCar, resulting in the Pub Co acquiring 100% of the issued and outstanding equity securities of SunCar (the “Acquisition Merger”). The aggregate consideration to be paid to the shareholders for the Acquisition Merger is $800 million, payable in the form of a number of newly issued Purchaser Ordinary Shares (the “Closing Payment Shares”) valued at the $10.00 per share. Under the Merger Agreement, 1,000,000 shares of the Closing Payment Shares (“Escrow Shares”) to be issued will be held in escrow for a period of 6 months after the closing to satisfy indemnification obligations.Combination

~~As of~~Pursuant ~~September~~to ~~30,~~Nasdaq ~~2022~~listing rules, the Company’s initial ~~had~~business ~~not~~combination ~~commenced~~must ~~any~~occur ~~operations.~~with ~~All~~one ~~activities~~or ~~through~~more ~~September~~target ~~30,~~businesses ~~2022~~having ~~relate~~an aggregate fair market value equal to at least 80% of the ~~Company~~value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned ~~formation,~~on ~~completion~~the ofTrust ~~its~~Account), ~~initial~~which ~~public~~the ~~offering~~Company refers to as ~~described~~the ~~below~~80% test, asat ~~well~~the astime ~~negotiation~~of ~~and~~the ~~consummation~~execution of a definitive agreement for our initial business combination, although the ~~proposed~~Company may structure a business combination with ~~PubCo~~one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. ~~The~~If the Company ~~generates~~is ~~non-operating~~no ~~income~~longer inlisted ~~the~~on ~~form~~Nasdaq, ofit ~~interest~~will ~~income~~not ~~from~~be required to satisfy the ~~proceeds~~80% ~~derived~~test. ~~from~~The Company currently anticipates structuring a business combination to acquire 100% of the ~~Initial~~ ~~Public~~equity ~~Offering,~~interests ~~which~~or assets ~~proceeds~~of ~~are~~the ~~held~~target inbusiness ~~trust~~or businesses.

~~Financing~~The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.

The registration statement for the Company’s initial public offering (the “Public Offering” as described in Note 4) was declared effective by the United States Securities and Exchange Commission (“SEC”) on March 1, 2021. The Company consummated the Public Offering on March 4, 2021 of 5,000,000 units at $10.00 per unit (the “Public Units’). Subsequently, on March 9, 2021, the underwriters exercised the option in full of 750,000 units at a price of $10.00 per unit. Concurrently with the Public Offering, the Company sold to Cross Wealth Investment Holding Limited (the “Sponsor”) 350,000 private units at a price of $10.00 per unit and sold to Maxim Group LLC for $100 an option to purchase 287,500 units at an exercise price of $11.50 per unit. The Company received net proceeds of approximately $59,162,906 (which includes deferred underwriting commissions of $2,012,500). Transaction costs amounted to $1,837,194, consisting of $1,437,500 of underwriter’s fees and $399,694 of other offering costs.6

The Company will either seek shareholder approval of any business combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”. The Company will proceed with a business combination only if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination and, solely if shareholder approval is sought, a majority of the outstanding ordinary shares of the Company voted are voted in favor of the business combination.

~~Upon the~~On ~~closing~~November of23, 2022, the ~~Public~~Company ~~Offering~~amended and restated ~~the~~memorandum ~~private~~and ~~placement,~~articles ~~$57,500,000 was~~of ~~placed~~association ~~in a trust account~~ (the “~~Trust~~Amended ~~Account~~Charter”) ~~with~~ ~~Continental~~to ~~Stock~~extend ~~Transfer & Trust Company, LLC acting as trustee. The funds held in~~ the ~~Trust~~date ~~Account~~by ~~can~~which ~~be invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under~~ the ~~Investment~~ Company ~~Act~~has ~~until~~to ~~the earlier of (i) the consummation of the Company’s~~consummate ~~initial~~a business combination ~~within~~up ~~the~~to ~~required~~three ~~time period and~~ (ii3) ~~the~~times ~~redemption~~for ~~of 100% of the outstanding public shares if the Company has not completed~~ an ~~initial~~additional ~~business~~three ~~combination~~(3) inmonths ~~the~~each ~~required~~ time, ~~period. Placing funds in the Trust Account may not protect those funds~~ from ~~third~~December ~~party~~4, ~~claims~~2022 ~~against the Company. Although the Company will seek~~ to ~~have~~September ~~all vendors~~4, ~~service providers,~~2023. ~~prospective~~On ~~target~~November ~~businesses~~24, ~~or other entities it engages~~2022, ~~execute agreements with~~ the Company ~~waiving~~filed ~~any~~the ~~claim~~Amended ofCharter ~~any~~with ~~kind~~the inBritish orVirgin ~~to any~~Islands ~~monies~~General ~~held~~Registry, ineffective the ~~Trust~~same ~~Account, there is no guarantee that such persons will execute such agreements~~day. The ~~remaining~~Amended ~~net~~Charter ~~proceeds (not~~extends ~~held in~~ the ~~Trust~~date ~~Account)~~by ~~may~~which bethe ~~used~~Company has to ~~pay~~consummate ~~for~~a business, ~~legal~~combination ~~and~~up ~~accounting~~to ~~due~~three ~~diligence~~(3) ontimes ~~prospective~~for ~~acquisitions~~an ~~and continuing~~additional ~~general~~three ~~and~~(3) ~~administrative~~months ~~expenses.~~each ~~Additionally~~time, ~~the~~from ~~interest~~December ~~earned~~4, on2022 ~~the Trust Account balance may be released~~ to ~~the~~September ~~Company~~4, ~~to pay the Company’s tax obligations~~2023.

~~Business~~On November ~~Combination~~23, 2022, 4,004,387 shares were redeemed by certain shareholders at a price of approximately $10.39 per share, including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $41,596,418.

~~Pursuant to~~In ~~Nasdaq~~connection ~~listing rules, the Company’s initial business combination must occur~~ with ~~one~~any orshareholder ~~more~~vote ~~target businesses having an aggregate~~required ~~fair market value equal~~ to atapprove ~~least~~any ~~80%~~business ofcombination, the ~~value~~Initial ofShareholders ~~the~~have ~~funds~~agreed in(i) ~~the~~to ~~Trust~~vote ~~Account (excluding~~ any ~~deferred~~of ~~underwriter’s~~their ~~fees and~~respective ~~taxes~~shares, ~~payable~~including on the ~~income~~ordinary shares ~~earned~~sold onto the ~~Trust~~Initial ~~Account),~~Shareholders ~~which~~in ~~the~~connection ~~Company~~with ~~refers~~the toorganization asof the ~~80% test~~Company, atordinary ~~the~~shares ~~time~~included ofin the ~~execution~~Private Units ofsold ain ~~definitive~~the ~~agreement~~Private ~~for~~Placement, ~~our~~and ~~initial~~any ~~business~~ordinary ~~combination,~~shares ~~although~~which ~~the~~were ~~Company~~initially ~~may~~issued ~~structure~~in aconnection ~~business combination~~ with ~~one~~the ~~or more~~Public ~~target~~Offering, ~~businesses~~whether ~~whose~~acquired in ~~fair~~or ~~market~~after ~~value~~the ~~significantly~~effective ~~exceeds~~date ~~80%~~ of the ~~trust~~IPO, ~~account~~in ~~balance.~~favor Ifof the ~~Company~~initial isbusiness nocombination ~~longer~~and ~~listed on~~(ii) ~~Nasdaq, it will~~ not beto ~~required~~convert tosuch ~~satisfy~~respective ~~the~~shares into ~~80%~~a ~~test.~~pro ~~The~~rata ~~Company~~portion ~~currently~~of ~~anticipates~~the ~~structuring~~Trust aAccount ~~business~~or ~~combination~~seek to ~~acquire 100%~~sell oftheir ~~the~~shares ~~equity~~in ~~interests~~connection orwith ~~assets~~any oftender offer the ~~target~~Company ~~business~~engages ~~or businesses~~in.

6Liquidation and going concern

~~GOLDENBRIDGE~~If ~~ACQUISITION~~the Company does not complete a business combination ~~LIMITED~~within 12 months from the consummation of the Public Offering, it will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from the Company’s shareholders to commence such a voluntary winding up, dissolution and liquidation. However, if the Company anticipates that the Company may not be able to consummate its initial business combination within 12 months, the Company may, but is not obligated to, extend the period of time to consummate a business combination three times by an additional three months each time (for a total of up to 21 months to complete a business combination). Pursuant to the terms of the amended and restated memorandum and articles of association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, LLC on the effective date of the Registration Statement, in order to extend the time available for the Company to consummate the initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $575,000 ($0.10 per share), on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of the Company’s initial business combination, or, at the lender’s discretion, converted upon consummation of the business combination into additional private units at a price of $10.00 per unit. The Company’s shareholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s initial business combination. In the event that the Company receives notice from the Company’s insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. The Company’s insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete the initial business combination. To the extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate the Company initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If the Company is unable to consummate the Company’s initial business combination within such time period, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire and will be worthless.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~7

~~(Currency~~Accordingly, the ~~expressed~~Company inmay ~~United~~not ~~States~~be ~~Dollars~~able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to ~~(“US$”)~~take additional measures to conserve liquidity, ~~except~~which ~~for~~could ~~number~~include, but not necessarily be limited to, curtailing operations, suspending the pursuit of ~~shares)~~a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a Business Combination is not consummated by March 4, 2023 or September 4, 2023 if the Company elect to extend the period of time to consummate a Business Combination. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~The Company~~NOTE ~~may, however, structure a business combination where the Company merges directly with the target business or where the Company~~2 ~~acquires~~– ~~less~~SIGNIFICANT ~~than 100%~~ACCOUNTING of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.POLICIES

~~The Company~~● ~~will~~Basis ~~either seek shareholder approval~~ of any business combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”. The Company will proceed with a business combination only if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination and, solely if shareholder approval is sought, a majority of the outstanding ordinary shares of the Company voted are voted in favor of the business combination.presentation

InThe accompanying unaudited condensed consolidated ~~connection~~financial ~~with~~statements ~~any~~are ~~shareholder~~presented ~~vote~~in ~~required~~U.S. toDollars ~~approve~~and ~~any~~conformity ~~business~~with ~~combination,~~accounting ~~the~~principles ~~Initial~~generally ~~Shareholders~~accepted ~~have~~in ~~agreed~~the United States of America (i“GAAP”) and pursuant to ~~vote~~the ~~any~~ rules and regulations of ~~their~~the ~~respective~~SEC. ~~shares,~~The ~~including~~interim ~~the~~financial ~~ordinary~~information ~~shares~~provided ~~sold~~is tounaudited, but ~~the~~includes ~~Initial~~all ~~Shareholders~~adjustments inwhich ~~connection~~management ~~with~~considers necessary for the ~~organization~~fair presentation of the ~~Company,~~ ~~ordinary~~results ~~shares~~for ~~included~~these inperiods. ~~the~~Operating results ~~Private~~for ~~Units~~the ~~sold~~interim inperiod ~~the~~ended ~~Private~~December ~~Placement~~31, ~~and~~2022 ~~any~~are ~~ordinary~~not ~~shares~~necessarily ~~which~~indicative ~~were~~of ~~initially~~the ~~issued in~~results ~~connection~~that ~~with~~may be expected for the ~~Public~~fiscal year ~~Offering~~ending June 30, ~~whether~~2023. ~~acquired~~The ininformation orincluded ~~after~~in ~~the~~this ~~effective~~Form ~~date~~10-Q ofshould ~~the~~be ~~IPO,~~read in ~~favor~~conjunction ofwith ~~the~~Management’s ~~initial business~~Discussion ~~combination~~ and ~~(ii)~~Analysis, ~~not~~and tothe ~~convert~~consolidated ~~such~~financial ~~respective~~statements ~~shares~~and ~~into~~notes athereto ~~pro~~included ~~rata~~in ~~portion of~~ the ~~Trust~~Company’s ~~Account~~Form or10-K ~~seek~~for tothe ~~sell~~fiscal ~~their shares~~year inended ~~connection~~June ~~with~~30, ~~any~~2022, ~~tender~~filed ~~offer~~with the ~~Company~~SEC ~~engages~~on inSeptember 30, 2022.

~~Liquidation and~~● ~~going~~Principles ~~concern~~of consolidation

~~If the~~The ~~Company~~unaudited ~~does~~condensed ~~not~~consolidated ~~complete a business combination within 12 months from the consummation of the Public Offering, it will trigger an~~financial ~~automatic~~statements ~~winding~~include ~~up, dissolution and liquidation pursuant to~~ the ~~terms~~financial ofstatements ~~the amended and restated memorandum and articles~~ of ~~association. As a result, this has~~ the ~~same effect as if the~~ Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from the Company’s shareholders to commence such a voluntary winding up, dissolution and ~~liquidation. However, if the Company anticipates that the Company may not be able to consummate~~ its initial business combination within 12 months, the Company may, but is not obligated to, extend the period of time to consummate a business combination three times by an additional three months each time (for a total of up to 21 months to complete a business combination)subsidiaries. ~~Pursuant~~All tosignificant ~~the~~intercompany ~~terms~~transactions ~~of the amended~~ and ~~restated memorandum and articles of association and the trust agreement entered into~~ balances between the Company and ~~Continental Stock~~its ~~Transfer~~subsidiaries & Trust Company, LLC on the effective date of the Registration Statement, in order to extend the time available for the Company to consummate the initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $575,000 ($0.10 per share), on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a business combination unless there are ~~funds~~eliminated ~~available outside the trust account to do so. Such notes would either be paid~~ upon ~~consummation of the Company’s initial business combination, or, at the lender’s discretion, converted upon consummation of the business combination into additional private units at a price of $10~~consolidation.00 per unit. The Company’s shareholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s initial business combination. In the event that the Company receives notice from the Company’s insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. The Company’s insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete the initial business combination. To the extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate the Company initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If the Company is unable to consummate the Company’s initial business combination within such time period, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire and will be worthless.

~~Accordingly,~~Subsidiaries ~~the~~are ~~Company~~those ~~may not~~entities bein ~~able~~which ~~to obtain additional financing. If~~ the Company, isdirectly ~~unable~~or ~~to raise additional capital~~indirectly, itcontrols ~~may~~more bethan ~~required~~one tohalf ~~take~~of ~~additional measures~~the tovoting ~~conserve~~power; ~~liquidity,~~or ~~which~~has ~~could~~the ~~include,~~power ~~but not necessarily be limited~~ to, ~~curtailing~~govern ~~operations, suspending~~ the ~~pursuit of~~financial ~~a potential transaction,~~ and ~~reducing overhead expenses. The Company cannot provide any assurance that new financing will be available~~operating ~~to it on commercially acceptable terms~~policies, ~~if at all. These conditions raise substantial doubt about the Company’s ability~~ to ~~continue as~~appoint aor ~~going~~remove ~~concern if a Business Combination is not consummated by December 4, 2022. These unaudited condensed consolidated financial statements do not include any adjustments relating to~~ the ~~recovery~~majority of the ~~recorded~~members ~~assets~~of or the ~~classification~~board of ~~the~~directors, ~~liabilities~~or ~~that might~~to becast ~~necessary~~a ~~should~~majority ~~the~~of ~~Company~~votes beat ~~unable~~the tomeeting ~~continue as a going concern~~of directors.

7The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities:

GOLDENBRIDGE ACQUISITION LIMITED

Name	Background	Ownership
CVS X Limited (“CVSX”)	A Cayman Island company Incorporated on May 11, 2021	100% Owned by Goldenbridge
Smart CVS Limited (“SCL”)	A Cayman Island company Incorporated on May 21, 2021	100% Owned by CVSX
SunCar Technology Group Inc. (formerly known as AgiiPlus Global Inc.) (“PubCo”)	A Cayman Island company Incorporated on August 6, 2021	100% Owned by Goldenbridge
SunCar Technology Global Inc. (formerly known as AgiiPlus Corporation Inc.) (“Merger Sub”)	A Cayman Island company Incorporated on August 25, 2021	100% Owned by PubCo

~~NOTES~~● TOEmerging ~~UNAUDITED~~growth ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~company

~~(Currency~~The ~~expressed~~Company inis ~~United~~an ~~States~~“emerging ~~Dollars~~growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “~~US$~~JOBS Act”), and ~~except~~it ~~for~~may ~~number~~take advantage of ~~shares)~~certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

~~NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES~~8

●Further, ~~Basis~~Section 102(b)(1) of ~~presentation~~the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The~~● ~~accompanying~~Use ~~unaudited condensed consolidated financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States~~ of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the interim period ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2023. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2022, filed with the SEC on September 30, 2022.estimates

●In ~~Principles~~preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of ~~consolidation~~assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported expenses during the reporting period.

~~The~~Making estimates requires management to exercise ~~unaudited~~significant ~~condensed~~judgment. ~~consolidated~~It ~~financial~~is ~~statements~~at ~~include~~least ~~the~~reasonably ~~financial~~possible ~~statements~~that the estimate of the ~~Company~~effect ~~and~~of ~~its~~a ~~subsidiaries.~~condition, ~~All~~situation ~~significant~~or set of circumstances ~~intercompany~~that ~~transactions~~existed ~~and~~at ~~balances~~the ~~between~~date of the ~~Company~~consolidated ~~and~~financial statements, which management considered in formulating its ~~subsidiaries~~estimate, ~~are~~could ~~eliminated~~change in ~~upon~~the ~~consolidation~~near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates.

~~Subsidiaries are~~● ~~those~~Cash ~~entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial~~ and ~~operating~~cash ~~policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.~~equivalents

The ~~accompanying~~ ~~unaudited~~Company ~~condensed~~considers ~~consolidated~~all ~~financial~~short-term ~~statements~~investments with ~~reflect~~an ~~the~~original ~~activities~~maturity of ~~the~~three months or less when purchased to be cash equivalents. The Company ~~and~~did ~~each~~not have any cash equivalents as of ~~the~~December ~~following~~31, ~~entities:~~2022 and June 30, 2022.

Name	Background	Ownership
CVS X Limited (“CVSX”)	A Cayman Island company incorporated on May 11, 2021	100% Owned by Goldenbridge
Smart CVS Limited (“SCL”)	A Cayman Island company incorporated on May 21, 2021	100% Owned by CVSX
SunCar Technology Group Inc. (formerly known as AgiiPlus Global Inc.) (“PubCo”)	A Cayman Island company incorporated on August 6, 2021	100% Owned by Goldenbridge
SunCar Technology Global Inc. (formerly known as AgiiPlus Corporation Inc.) (“Merger Sub”)	A Cayman Island company incorporated on August 25, 2021	100% Owned by PubCo

●	Cash and investments held in Trust Account

●At ~~Emerging~~December ~~Growth~~31, ~~Company~~2022 the assets held in the Trust Account are held in cash.

~~The Company~~At isJune ~~an “emerging growth company~~30,” ~~as defined in Section 2(a) of the Securities Act~~2022, ~~as modified by~~ the ~~Jumpstart~~assets ~~Our Business~~held ~~Startups~~in ~~Act of 2012 (~~the ~~“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements~~Trust ~~that~~Account are ~~applicable~~held to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in ~~its~~cash ~~periodic reports~~ and ~~proxy~~US ~~statements,~~Treasury ~~and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved~~securities.

~~Further, Section~~The ~~102(b)(1)~~Company ofclassifies ~~the~~marketable ~~JOBS~~securities as ~~Act~~available-for-sale ~~exempts~~at ~~emerging~~the ~~growth~~time ~~companies~~of ~~from~~purchase ~~being~~and ~~required~~reevaluates tosuch ~~comply~~classification ~~with~~as ~~new~~of oreach ~~revised~~balance ~~financial~~sheet ~~accounting standards~~date. ~~until~~All ~~private~~marketable ~~companies~~securities are ~~(that~~recorded ~~is,~~at ~~those~~their ~~that~~estimated ~~have~~fair ~~not~~value. ~~had~~Unrealized agains ~~Securities~~and ~~Act~~losses ~~registration~~for ~~statement~~available-for-sale ~~declared effective or do not have a class of~~ securities ~~registered under the Exchange Act)~~ are ~~required~~recorded toin ~~comply~~other ~~with the new or revised financial accounting~~comprehensive ~~standards~~income. The ~~JOBS~~Company ~~Act~~evaluates ~~provides~~its ~~that~~investments ~~a company can elect~~ to ~~opt~~assess ~~out~~whether ofthose ~~the~~with ~~extended~~unrealized ~~transition~~loss ~~period~~positions ~~and~~are ~~comply~~other ~~with~~than ~~the~~temporarily ~~requirements~~impaired. ~~that~~Impairments ~~apply~~are toconsidered ~~non-emerging~~other ~~growth~~than ~~companies~~temporary ~~but~~if ~~any~~they ~~such~~are ~~election~~related to ~~opt~~deterioration ~~out~~in iscredit ~~irrevocable.~~risk ~~The Company has elected not to opt out of such extended transition period which means that when a standard is issued~~ or ~~revised~~if ~~and~~ it ~~has~~is ~~different~~likely ~~application dates for public or private companies,~~ the Company, aswill sell ~~an emerging growth company, can adopt~~ the ~~new~~securities orbefore ~~revised standard at~~ the ~~time~~recovery ~~private~~of ~~companies adopt~~ the ~~new~~cost ~~or revised standard~~basis. ~~This~~Realized ~~may~~gains ~~make~~and ~~comparison~~losses ofand ~~the~~declines ~~Company’s~~in ~~consolidated~~value ~~financial~~determined ~~statements~~to ~~with~~be ~~another~~other ~~public~~than ~~company~~temporary ~~which~~are isdetermined ~~neither~~based anon ~~emerging~~the ~~growth~~specific ~~company~~identification ~~nor~~method anand ~~emerging~~are ~~growth~~reported ~~company~~in ~~which~~other ~~has~~income ~~opted~~(expense), ~~out~~net ofin ~~using~~ the ~~extended transition~~consolidated ~~period~~statements ~~difficult or impossible because~~ of ~~the~~operations ~~potential~~and ~~differences~~comprehensive inincome ~~accounting standards used~~(loss).

8● Warrants

~~GOLDENBRIDGE~~The ~~ACQUISITION~~Company accounts for warrants as either equity-classified ~~LIMITED~~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.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~9

~~(Currency~~For ~~expressed~~issued inor ~~United~~modified ~~States~~warrants ~~Dollars~~that meet all ~~(“US$”)~~of the criteria for equity classification, ~~except~~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 ~~number~~equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of ~~shares~~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. The fair value of the Private Warrants was estimated using a Black-Scholes model (see Note 9).

● ~~Use~~Ordinary ofShares ~~Estimates~~Subject to Possible Redemption

~~In preparing~~The ~~these~~Company ~~unaudited~~accounts ~~condensed~~for ~~consolidated~~its ~~financial~~ordinary ~~statements~~shares subject to possible redemption in ~~conformity~~accordance with Uthe guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.S.” Ordinary ~~GAAP,~~shares ~~management~~subject ~~makes~~to ~~estimates~~mandatory redemption (if any) are classified as a liability instrument and ~~assumptions~~are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that ~~affect~~feature redemption rights that are either within the ~~reported~~control ~~amounts~~of the holder or subject to redemption upon the occurrence of ~~assets~~uncertain ~~and~~events ~~liabilities~~not ~~and~~solely ~~disclosure~~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 ~~contingent~~uncertain ~~assets~~future events and ~~liabilities~~considered atto ~~the~~be ~~date~~outside of the ~~unaudited~~Company’s ~~condensed~~control. ~~consolidated~~Accordingly, ~~financial~~at ~~statements~~December 31, 2022 and June 30, 2022, 1,745,613 and 5,750,000 ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the ~~reported~~shareholders’ ~~expenses~~equity ~~during~~section of the ~~reporting~~Company’s ~~period~~condensed consolidated balance sheets.

~~Making estimates~~At ~~requires~~December ~~management~~31, to2022 ~~exercise~~and ~~significant~~June ~~judgment.~~30, It2022, ~~is at least reasonably possible that~~ the ~~estimate~~ordinary ofshares ~~the effect of~~reflected ain ~~condition, situation or set of circumstances that existed at~~ the ~~date of the~~ unaudited condensed consolidated ~~financial~~balance ~~statements, which~~sheets ~~management~~are ~~considered~~reconciled in ~~formulating its estimate, could change in~~ the ~~near~~following ~~term due to one or more future confirming events. Accordingly, Actual results may differ from these estimates.~~table:

● Cash and Cash Equivalents

Ordinary shares subject to possible redemption, June 30, 2021	$	57,500,000
Less:
Redemptions		-
Plus:
Remeasurement of carrying value to redemption value		1,254,548
Ordinary shares, subject to possible redemption, June 30, 2022	$	58,754,548

Less:
Redemptions		(41,596,418	)
Plus:
Remeasurement of carrying value to redemption value		1,279,308

Ordinary shares, subject to possible redemption, September 30, 2022	$	18,437,438

~~The Company~~● ~~considers~~Fair ~~all~~Value ~~short-term investments with an original maturity~~ of ~~three~~Financial ~~months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and June 30, 2022.~~Instruments

●FASB ~~Cash~~ASC Topic 820 “Fair Value Measurements and ~~Investments~~Disclosures” ~~held~~defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in ~~Trust~~an ~~Account~~orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

~~At September~~The ~~30,~~fair ~~2022~~value ~~and~~hierarchy ~~June~~is ~~30,~~categorized ~~2022,~~into three ~~the~~levels ~~assets~~based ~~held~~on in the ~~Trust~~inputs ~~Account~~as ~~are held in cash and US Treasury securities.~~follows:

The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income. The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Level 1 —

Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —

Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

~~● Warrants~~10

The ~~Company~~ ~~accounts~~fair ~~for~~value ~~warrants as either equity-classified or liability-classified instruments based on an assessment~~ of the ~~warrant~~Company’s certain ~~specific~~assets ~~terms~~ and ~~applicable~~liabilities, ~~authoritative~~which ~~guidance~~qualify inas ~~Financial~~financial ~~Accounting~~instruments ~~Standards~~under ~~Board (“FASB”) Accounting Standards Codification (“~~ASC”) ~~Topic 480~~820, “~~Distinguishing~~Fair ~~Liabilities~~Value ~~from~~Measurements ~~Equity” (“ASC 480”)~~ and ~~ASC 815~~Disclosures,” ~~“Derivatives~~approximates ~~and~~the ~~Hedging”~~carrying ~~(“ASC~~amounts ~~815”).~~represented ~~The~~in ~~assessment considers whether~~ the ~~warrants~~balance ~~are~~sheet. ~~freestanding~~The ~~financial instruments~~fair ~~pursuant~~values ~~to ASC 480, meet the definition~~ of acash ~~liability~~and ~~pursuant~~cash ~~to ASC 480~~equivalents, and ~~whether~~other ~~the~~current ~~warrants meet all of the requirements~~assets, ~~for~~accrued ~~equity classification under ASC 815~~expenses, ~~including~~due ~~whether~~to ~~the~~sponsor ~~warrants~~ are ~~indexed~~estimated to ~~the~~approximate ~~Company’s own ordinary shares and whether~~ the ~~warrant~~carrying ~~holders~~values ~~could~~as ~~potentially~~of ~~require~~December ~~“net~~31, ~~cash~~2022 ~~settlement”~~due into ~~a circumstance outside of~~ the ~~Company’s~~short ~~control,~~maturities ~~among~~of ~~other~~such ~~conditions for equity classification~~instruments. ~~This~~See ~~assessment,~~Note ~~which~~9 ~~requires~~for the ~~use~~disclosure of ~~professional judgment, is conducted at~~ the ~~time~~ ofCompany’s ~~warrant~~assets ~~issuance~~ and asliabilities ofthat ~~each~~were ~~subsequent~~measured ~~quarterly~~at ~~period~~fair ~~end~~value ~~date~~on a ~~while~~recurring ~~the warrants are outstanding~~basis.

~~For issued~~● orConcentration ~~modified warrants that meet all~~ of ~~the~~Credit 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. The initial fair value of the Private Warrants was estimated using a Black-Scholes model (see Note 9).Risk

9Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~GOLDENBRIDGE~~● ~~ACQUISITION LIMITED~~Income taxes

~~NOTES~~The TOCompany ~~UNAUDITED~~complies ~~CONDENSED~~with ~~CONSOLIDATED~~the ~~FINANCIAL~~accounting and ~~STATEMENTS~~reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~(Currency~~ASC ~~expressed~~Topic 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in ~~United~~a ~~States~~tax ~~Dollars~~return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination ~~(“US$”)~~by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, ~~except~~if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for ~~number~~interest and penalties as of ~~shares)~~December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

● ~~Ordinary~~Net ~~Shares~~loss ~~Subject~~per ~~to Possible Redemption~~share

The Company ~~accounts~~calculates ~~for~~net ~~its~~loss ~~ordinary~~per ~~shares~~share ~~subject to possible redemption~~ in accordance with ~~the guidance in~~ ASC Topic ~~480~~260, ~~“Distinguishing Liabilities~~Earnings ~~from~~per ~~Equity~~Share.” ~~Ordinary~~In ~~shares~~order ~~subject~~ to ~~mandatory~~determine ~~redemption~~the ~~(if~~net ~~any~~income (loss) ~~are~~attributable ~~classified~~to asboth athe redeemable ~~liability~~shares ~~instrument~~ and ~~are~~ ~~measured~~non-redeemable atshares, ~~fair~~the ~~value.~~Company ~~Conditionally~~first considered the undistributed income (loss) allocable to both the redeemable ordinary shares ~~(including~~and non-redeemable ordinary shares ~~that~~and ~~feature~~the ~~redemption~~undistributed ~~rights~~income ~~that~~(loss) ~~are either~~is ~~within~~calculated using the ~~control~~total ofnet loss ~~the~~less ~~holder~~any ordividends ~~subject~~paid. toThe ~~redemption~~Company ~~upon~~then allocated the ~~occurrence~~undistributed ofincome ~~uncertain~~(loss) ~~events~~ratably ~~not~~based ~~solely~~on ~~within~~ the ~~Company’s~~weighted average ~~control)~~number ~~are~~of ~~classified~~shares asoutstanding ~~temporary~~between ~~equity.~~the Atredeemable ~~all~~and ~~other~~non-redeemable ~~times,~~ ordinary shares. ~~are~~Any ~~classified~~remeasurement asof ~~shareholders’~~the ~~equity.~~accretion ~~The Company’s~~to ~~ordinary~~redemption ~~shares~~value ~~feature~~of ~~certain~~the ~~redemption~~ordinary ~~rights~~shares ~~that are~~ subject to ~~occurrence~~possible ofredemption ~~uncertain~~was ~~future~~considered ~~events~~to ~~and~~be ~~considered~~dividends paid to bethe ~~outside~~public stockholders. As of December 31, 2022, the Company’s ~~control.~~did ~~Accordingly,~~not athave ~~September~~any ~~30,~~dilutive ~~2022~~securities and ~~June~~other ~~30,~~contracts ~~2022~~that could, 5potentially,~~750,000~~ be ~~and~~exercised ~~5,750,000~~or converted into ordinary shares ~~subject to~~and ~~possible~~then ~~redemption,~~share ~~respectively,~~in ~~are~~the ~~presented~~earnings asof ~~temporary~~the ~~equity~~Company. As a result, ~~outside~~diluted ofloss per share is the ~~shareholders’~~same ~~equity~~as ~~section~~basic ofloss ~~the~~per ~~Company’s unaudited~~share ~~condensed~~for ~~consolidated~~the ~~balance~~period ~~sheets~~presented.

~~● Offering Costs~~11

The ~~Company~~ ~~complies~~net ~~with~~loss ~~the~~per ~~requirements~~share ofpresented in the ~~ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A –~~unaudited ~~“Expenses~~condensed ofstatement ~~Offering”. Offering costs consist principally~~ of ~~professional~~operations ~~and~~is ~~registration~~based ~~fees~~on ~~incurred through~~ the ~~balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the Public Offering.~~following:

● Fair Value of Financial Instruments

	For the Three Months Ended December 31,
	2022			2021
Net income (loss)	$	224,729		$	(231,329	)
Accretion of carrying value to redemption value		(443,006	)		-
	$	(218,277	)	$	(231,329	)

FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

	For the Six Months Ended December 31,
	2022			2021
Net income (loss)	$	911,117		$	(488,653	)
Accretion of carrying value to redemption value		(1,279,308	)		-
		(368,191	)		(488,653	)

The fair value hierarchy is categorized into three levels based on the inputs as follows:

	For the Three Months Ended December 31,
	2022						2021
	Redeemable Ordinary shares			Non-Redeemable Ordinary shares			Redeemable Ordinary shares			Non-Redeemable Ordinary shares
Basic and diluted net loss per share:
Numerators:
Allocation of net loss including carrying value to redemption value	$	(162,682	)	$	(55,595	)	$	(175,799	)	$	(55,530	)
Accretion of carrying value to redemption value		443,006			-			-			-
Allocation of net income (loss)	$	280,324		$	(55,595	)	$	(175,799	)	$	(55,530	)
Denominators:
Weighted-average shares outstanding		5,314,741			1,816,250			5,750,000			1,816,250
Basic and diluted net income (loss) per share	$	0.05		$	(0.03	)	$	(0.03	)	$	(0.03	)

	Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
		For the Six Months Ended December 31,
	Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
		2022						2021
	Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
		Redeemable Ordinary shares			Non-Redeemable Ordinary shares			Redeemable Ordinary shares			Non-Redeemable Ordinary shares
Basic and diluted net loss per share:
Numerators:
Allocation of net loss including carrying value to redemption value		$	(277,191	)	$	(91,000	)	$	(371,354	)	$	(117,299	)
Accretion of carrying value to redemption value			1,279,308			-			-			-
Allocation of net income (loss)		$	1,002,117		$	(91,000	)	$	(371,354	)	$	(117,299	)
Denominators:
Weighted-average shares outstanding			5,532,370			1,816,250			5,750,000			1,816,250
Basic and diluted net income (loss) per share		$	0.18		$	(0.05	)	$	(0.06	)	$	(0.06	)

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of September 30, 2022 due to the short maturities of such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis.12

10● Convertible promissory notes

~~GOLDENBRIDGE~~Pursuant ~~ACQUISITION~~to the terms of the Company’s amended and restated memorandum ~~LIMITED~~and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company, in order to extend the time available for us to consummate our initial Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $575,000 ($0.10 per share), on or prior to the date of the applicable deadline. Such notes would either be paid upon consummation of our initial Business Combination, or, at the lender’s discretion, converted upon consummation of our Business Combination into additional private units at a price of $10.00 per unit. As of December 31, 2022 and June 30, 2022, the note payable balance of $1,324,561 and $575,000, respectively.

~~NOTES~~● TORelated ~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~parties

~~(Currency~~Parties, ~~expressed~~which incan ~~United~~be ~~States~~a ~~Dollars~~corporation or individual, ~~(“US$”)~~are considered to be related if the Company has the ability, ~~except~~directly ~~for~~or ~~number~~indirectly, ofto ~~shares)~~control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

● ~~Concentration~~Recent ofaccounting ~~Credit Risk~~pronouncements

~~Financial instruments~~The ~~that potentially subject the~~ Company tohas ~~concentration~~considered ofall ~~credit~~new ~~risk~~accounting pronouncements ~~consist of cash~~ and ~~trust~~has ~~accounts~~concluded inthat athere ~~financial~~are ~~institution which,~~no atnew ~~times~~pronouncements that may ~~exceed~~have ~~the~~a ~~Federal~~material ~~depository~~impact ~~insurance~~on ~~coverage~~the results of ~~$250~~operations,~~000.~~ ~~The~~financial condition, ~~Company~~or ~~has~~cash ~~not~~flows, ~~experienced~~based ~~losses~~ on ~~these accounts and management believes~~ the ~~Company~~current ~~is not exposed to significant risks on such accounts~~information.

●NOTE ~~Income~~3 ~~Taxes~~— CASH AND INVESTMENT HELD IN TRUST ACCOUNT

~~The Company~~As ~~complies~~of ~~with~~December 31, 2022, investment securities in the ~~accounting~~Company’s ~~and~~Trust ~~reporting~~Account ~~requirements~~consisted of ~~ASC~~$0 ~~Topic~~in ~~740,~~United ~~“Income~~States ~~Taxes,”~~Treasury ~~which~~Bills ~~requires~~and ~~an asset~~$18,437,438 ~~and~~in ~~liability~~cash. ~~approach~~As toof ~~financial~~June ~~accounting~~30, ~~and~~2022, ~~reporting~~investment securities ~~for~~in ~~income~~the ~~taxes.~~Company’s ~~Deferred~~Trust ~~income~~Account ~~tax~~consisted ~~assets~~of ~~and~~$58,753,500 ~~liabilities~~in ~~are~~United ~~computed for~~States ~~differences~~Treasury ~~between~~Bills ~~the~~and ~~unaudited~~$1,048 ~~condensed~~in ~~consolidated~~cash ~~financial~~The ~~statement~~Company classifies ~~and~~its ~~tax~~United ~~bases~~States ofTreasury ~~assets~~securities ~~and~~as ~~liabilities~~available-for-sale. ~~that~~Available-for-sale ~~will~~marketable ~~result in~~securities ~~future~~are ~~taxable~~recorded orat ~~deductible~~their estimated ~~amounts,~~fair ~~based~~value on ~~enacted~~the ~~tax~~accompanying ~~laws~~December ~~and~~31, ~~rates~~2022 ~~applicable~~balance tosheet. ~~the~~The ~~periods~~carrying invalue, ~~which~~including ~~the~~gross ~~differences~~unrealized ~~are~~holding ~~expected~~gain toas ~~affect~~other ~~taxable~~comprehensive income. ~~Valuation~~and ~~allowances~~fair ~~are~~value ~~established,~~of ~~when~~held ~~necessary,~~ to ~~reduce~~marketable ~~deferred~~securities ~~tax~~on ~~assets~~December to31, ~~the~~2022 ~~amount~~and ~~expected to~~June be30, ~~realized.~~2022 are as follows:

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Carrying Value as of December 31, 2022 (unaudited)

Gross Unrealized Holding Gain

Fair Value as of
December 31,
2022
(unaudited)

Available-for-sale marketable securities:

U.S. Treasury Securities

● Net Loss Per Share

	Carrying Value as of June 30, 2022 (audited)		Gross Unrealized Holding Gain		Fair Value as of June 30, 2022 (audited)
Available-for-sale marketable securities:
U.S. Treasury Securities	$	58,671,102	$	82,398	$	58,753,500

~~The Company~~NOTE ~~calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. In order to determine the net income~~4 ~~(loss)~~– ~~attributable~~INITIAL toPUBLIC both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders As of September 30, 2022 the Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 3,050,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.OFFERING

~~The~~On March 4, 2021, the Company sold 5,000,000 ~~net~~units ~~loss~~at a price of $10.00 per ~~share~~Public ~~presented~~Unit in the ~~unaudited~~Public ~~condensed~~Offering. ~~consolidated~~Each ~~statement~~Public Unit consists of ~~operations~~one isordinary ~~based~~share onof the ~~following:~~Company, no par value per share (the “Public Shares”), one right (the “Public Rights”) and one redeemable warrant (the “Public Warrants”). Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation of an initial Business Combination. Each Public Warrant entitles the holder to purchase one-half (1/2) of one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a business combination. In addition, the Company has granted Maxim Group LLC, the underwriter of the Public Offering, a 45-day option to purchase up to 750,000 Public Units solely to cover over-allotments. On March 9, 2021, the underwriters exercised the option in full of 750,000 units at a price of $10.00 per unit.

	For the Three Months Ended September 30,
	2022			2021
Net income (loss)	$	686,388		$	(257,324	)
Accretion of carrying value to redemption value		(836,302	)		-
	$	(149,914	)	$	(257,324	)

If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial Business Combination, the Management determined that the Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights will be based on the closing price paid by investors.

1113

~~GOLDENBRIDGE~~The ~~ACQUISITION~~Company paid an upfront underwriting discount ~~LIMITED~~of $1,437,500 (2.5%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee of $2,012,500 (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount.

~~NOTES~~On TOMarch ~~UNAUDITED~~5, ~~CONDENSED~~2021, ~~CONSOLIDATED~~Maxim ~~FINANCIAL~~Group, LLC exercised ~~STATEMENTS~~their right to acquire option to purchase up to a total of 287,500 units (the “Unit Purchase Option”) at $11.50 per unit for $100. As of December 31, 2022, the Unit Purchase Option has not been exercised.

~~(Currency~~NOTE ~~expressed~~5 in– ~~United~~PRIVATE ~~States Dollars (“US$”), except for number of shares)~~PLACEMENT

	For the Three Months Ended September 30,
	2022						2021
	Redeemable ordinary shares			Non-redeemable ordinary shares			Redeemable ordinary shares			Non-redeemable ordinary shares
Basic and diluted net loss per share:
Numerators:
Allocation of net loss including carrying value to redemption value	$	(113,928	)	$	(35,986	)	$	(195,554	)	$	(61,770	)
Accretion of carrying value to redemption value		836,302			-			-			-
Allocation of net income(loss)	$	722,374		$	(35,986	)	$	(195,554	)	$	(61,770	)
Denominators:
Weighted-average shares outstanding		5,750,000			1,816,250			5,750,000			1,816,250
Basic and diluted net income (loss) per share	$	0.13		$	(0.02	)	$	(0.03	)	$	(0.03	)

Simultaneously with the closing of the Public Offering, the Company consummated a private placement of 350,000 Private Units, at $10.00 per unit, purchased by the Sponsor.

●The ~~Related~~Private ~~parties~~Units are identical to the units sold in the Public Offering except that the private warrants will be non-redeemable and may be exercised on a cashless basis.

~~Parties, which~~NOTE ~~can~~6 be– aRELATED ~~corporation~~PARTY or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.TRANSACTIONS

●Founder ~~Recent~~and Additional ~~accounting pronouncements~~Shares

~~The~~In August 2019, 10,000 shares were sold. In September 2020, the Company ~~has~~issued ~~considered~~another ~~all~~1,427,500 ~~new~~ordinary ~~accounting~~shares ~~pronouncements~~resulting in an aggregate of 1,437,500 ordinary shares (the “Founder Shares”) outstanding to our initial shareholders, for an aggregate purchase price of $25,000, or approximately $0.017 per share. All share and ~~has~~per ~~concluded~~share information have been retroactively adjusted to reflect the share split. The Founder Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that ~~there~~the ~~are~~underwriters’ noover-allotment ~~new~~is ~~pronouncements~~not exercised in full or in part, so that ~~may~~the ~~have~~Sponsor awill ~~material~~own 20% of the Company’s issued and outstanding shares after the Initial Public Offering ~~impact~~(assuming onthe initial shareholders do not purchase any Public Shares in the ~~results~~Initial Public Offering and excluding the Private Units and underlying securities). In January 2021, the Sponsor transferred 300,000 of ~~operations~~its insider shares to Golden Bridge Holding, ~~financial~~LLC, ~~condition~~606,061 shares orto ~~cash~~Scienjoy ~~flows~~Inc., ~~based~~30,000 onshares ~~the~~to ~~current~~Lucky ~~information~~Link International Limited and 60,606 shares to Can Wu.

~~NOTE~~The initial shareholders have agreed not to transfer, 3assign —or ~~CASH~~sell ~~AND~~any ~~INVESTMENT~~of ~~HELD~~the INfounder ~~TRUST~~shares ~~ACCOUNT~~(except to certain permitted transferees) until (1) with respect to 50% of the founder shares, the earlier of six months after the completion of a Business Combination and the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the founder shares, six months after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

As of September 30, 2022, investment securities in the Company’s Trust Account consisted of $59,012,586 in United States Treasury Bills and $578,264 in cash. As of June 30, 2022, investment securities in the Company’s Trust Account consisted of $58,753,500 in United States Treasury Bills and $1,048 in cash The Company classifies its United States Treasury securities as available-for-sale. Available-for-sale marketable securities are recorded at their estimated fair value on the accompanying September 30, 2022 balance sheet. The carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities on September 30, 2022 and June 30, 2022 are as follows:14

	Carrying Value as of September 30, 2022 (unaudited)		Gross Unrealized Holding Gain		Fair Value as of September 30, 2022 (unaudited)
Available-for-sale marketable securities:
U.S. Treasury Securities	$	58,757,792	$	254,794	$	59,012,586

Amounts due to related parties

	Carrying Value as of June 30, 2022 (audited)		Gross Unrealized Holding Gain		Fair Value as of June 30, 2022 (audited)
Available-for-sale marketable securities:
U.S. Treasury Securities	$	58,671,102	$	82,398	$	58,753,500

On December 1, 2022, the Company applied for a loan of $500,000 from Golden Bridge Growth Limited , which is owned by Jining Li, a member of Company’s Board of Directors and to support the Company pay the necessary fees in order to complete its merger & acquisition. The loan is interest-free and would be repaid after completion of merger & acquisition. As of December 31, 2022 and June 30, 2022, the advance loan balance of $100,000 and $0, respectively.

12On September 20, 2022, the Company applied for a loan of $500,000 from Oriental Holdings Limited , which is owned by Jining Li, a member of Company’s Board of Directors and to support the Company pay the necessary fees in order to complete its merger & acquisition. The loan is interest-free and would be repaid after completion of merger & acquisition. As of December 31, 2022 and June 30, 2022, the advance loan balance of $200,000 and $0, respectively.

~~GOLDENBRIDGE~~As ~~ACQUISITION~~of December 31, 2022 and June 30, 2022, the ~~LIMITED~~balances due to Golden Bridge Capital Limited were $9,981 and $9,981, respectively. The balance is unsecured, interest-free and has no fixed terms of repayment.

~~NOTES~~Administrative TOServices ~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Agreement

~~(Currency~~The ~~expressed~~Company inis ~~United~~obligated, ~~States~~commencing ~~Dollars~~from June ~~(“US$”)~~1, ~~except~~2020, to pay Golden Bridge Capital Limited, which is also owned by Mr. Jining Li, the Company’s director and also the affiliate of the Sponsor, a monthly fee of $10,000 for ~~number~~general and administrative services. This agreement will terminate upon completion of ~~shares)~~the Company’s business combination or the liquidation of the trust account to public shareholders.

~~NOTE 4~~Director’s ~~– INITIAL PUBLIC OFFERING~~Remuneration

~~On March~~The ~~4, 2021, the~~ Company ~~sold~~is 5obligated,~~000,000~~ ~~units~~commencing atfrom ~~a price of $10.00 per Public Unit in the Public Offering. Each Public Unit consists~~June ~~of one ordinary share of the Company~~1, ~~no par value per share (the “Public Shares”)~~2020, ~~one right (the “Public Rights”) and one redeemable warrant (the “Public Warrants”). Each Public Right entitles the holder~~ to ~~receive~~pay ~~one-tenth~~Yongsheng ~~(1/10)~~Liu, ~~of an~~which ~~ordinary~~is ~~share~~our ~~upon consummation of an initial Business Combination. Each Public Warrant entitles the holder to purchase one-half (1/2) of one ordinary share~~CEO, ~~and each ten rights entitle the holder thereof to receive one ordinary share at the closing of~~ a ~~business combination.~~monthly Infee ~~addition, the Company has granted Maxim Group LLC, the underwriter~~ of ~~the Public Offering~~HK$50, ~~a 45-day option to purchase up to 750,~~000 ~~Public~~for ~~Units~~his ~~solely~~service to ~~cover over-allotments. On March 9, 2021,~~ the ~~underwriters exercised the option in full of 750,000 units at a price of $10~~Company.~~00 per unit.~~

~~If the~~NOTE ~~Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire~~7 ~~and~~– beNOTES worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial Business Combination, the Management determined that the Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights will be based on the closing price paid by investors.PAYABLE

~~The Company~~Extensions paid an upfront underwriting discount of $1,437,500 (2.5%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee of $2,012,500 (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount.Loan

OnThe Company will have until 12 months from the ~~March~~consummation 5of the Initial Public Offering to consummate the initial Business Combination. However, ~~2021~~if the Company anticipates that the Company may not be able to consummate the initial Business Combination within 12 months, ~~Maxim~~the ~~Group~~Company may, ~~LLC~~but ~~exercised~~is ~~their~~not ~~right~~obligated to, extend ~~acquire~~the ~~option~~period of time to ~~purchase~~consummate a Business Combination three times by an additional three months each time (for a total of up to 21 months to complete a ~~total~~Business Combination). Pursuant to the terms of ~~287~~our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company,~~500~~ ~~units~~in (order to extend the ~~“Unit~~time available ~~Purchase~~for us to consummate our initial Business Combination, the Company’s insiders or their affiliates or designees, upon ~~Option”)~~five atdays advance notice prior to the applicable deadline, must deposit into the Trust Account $11575,000 ($0.5010 per ~~unit~~share), ~~for~~on ~~$100~~or prior to the date of the applicable deadline. AsThe insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of ~~September~~any 30such deposit that will not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of our initial Business Combination, ~~2022~~or, at the lender’s ~~Unit~~discretion, ~~Purchase~~converted ~~Option~~upon ~~has~~consummation ~~not~~of ~~been~~our ~~exercised~~Business Combination into additional private units at a price of $10.00 per unit.

~~NOTE~~On February 22, 2022, the Company issued one 5unsecured –promissory ~~PRIVATE~~note ~~PLACEMENT~~in an amount of $575,000, to AgiiPlus, in exchange for AgiiPlus depositing such amount into the Company’s trust account in order to extend the time it has available to complete a business combination for an additional three (3) months period, from March 4, 2022 to June 4, 2022. The note was terminated and no amount will be due from us to AgiiPlus under the terms thereof. The gain on extinguishment of $575,000 was recognized in sundry income during the year ended June 30, 2022.

~~Simultaneously with~~On May 22, 2022 and August 25, 2022, the ~~closing~~Company issued an unsecured promissory note, in each an amount of $575,000, to SunCar, pursuant to which such amount had been deposited into the Trust ~~Public~~Account ~~Offering~~in order to extend the amount of available time to complete a business combination until December 4, 2022. On November 21, 2022, the Company ~~consummated~~issued an unsecured promissory note, in an amount of $174,561, to SunCar, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a ~~private~~business ~~placement~~combination until March 4, 2023. The Notes are non-interest bearing and are payable upon the closing of ~~350~~a business combination. In addition,~~000~~ ~~Private~~the ~~Units~~Notes may be converted, at the lender’s discretion, into additional Public Units at a price of $10.00 per unit. As of December 31, ~~purchased by~~2022 and June 30, 2022, the ~~Sponsor~~note payable balance of $1,324,561 and $575,000, respectively.

~~The Private~~NOTE ~~Units are identical to the units sold in the Public Offering except that the private warrants will be non-redeemable and may~~8 be– ~~exercised~~SHAREHOLDER’S ~~on a cashless basis.~~DEFICIT

13Ordinary shares

~~GOLDENBRIDGE~~The ~~ACQUISITION~~Company is authorized to issue unlimited ordinary ~~LIMITED~~shares with no par value. Holders of the Company’s ordinary shares are entitled to one vote for each share. At December 31, 2022, there were 1,816,250 ordinary shares issued and outstanding (excluding 1,745,613 shares subject to redemption).

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~15

~~(Currency~~Accumulated ~~expressed~~Other inComprehensive ~~United~~Income ~~States Dollars~~ (~~“US$”~~Loss)~~, except for number of shares)~~

~~NOTE~~The table below presents the changes in accumulated 6other –comprehensive ~~RELATED~~income ~~PARTY~~(loss) ~~TRANSACTIONS~~(“AOCI”), including the reclassification out of AOCI.

Founder and Additional Shares

	Available-for-sale securities
Balance as of July 1, 2022	$	82,398
Other comprehensive gain before reclassifications		254,794
Amounts reclassified from AOCI into interest income		(82,398	)
Balance as of September 30, 2022	$	254,794
Other comprehensive gain before reclassifications		-
Amounts reclassified from AOCI into interest income		(254,794	)
Balance as of December 31, 2022		-

In August 2019, 10,000 shares were sold. In September 2020, the Company issued another 1,427,500 ordinary shares resulting in an aggregate of 1,437,500 ordinary shares (the “Founder Shares”) outstanding to our initial shareholders, for an aggregate purchase price of $25,000, or approximately $0.017 per share. All share and per share information have been retroactively adjusted to reflect the share split. The Founder Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities). In January 2021, the Sponsor transferred 300,000 of its insider shares to Golden Bridge Holding, LLC, 606,061 shares to Scienjoy Inc., 30,000 shares to Lucky Link International Limited and 60,606 shares to Can Wu.

	Available-for-sale securities
Balance as of July 1, 2021	$	(3,666	)
Other comprehensive gain before reclassifications		6,507
Amounts reclassified from AOCI into interest income		(1,509	)
Balance as of September 30, 2021	$	1,332
Other comprehensive gain before reclassifications		7,268
Amounts reclassified from AOCI into interest income		(4,782	)
Balance as of December 31, 2021		3,818

The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until (1) with respect to 50% of the founder shares, the earlier of six months after the completion of a Business Combination and the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the founder shares, six months after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.Warrants

~~Amounts~~Each public warrant entitles the holder thereof ~~due~~to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share, subject to ~~related~~adjustment ~~parties~~as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder.

~~The~~No public warrants will be exercisable for cash ~~related~~unless ~~company~~the –Company ~~Golden~~has ~~Bridge~~an ~~Capital~~effective ~~Ltd,~~and ~~who~~current isregistration ~~controlled~~statement bycovering ~~one~~the ordinary shares issuable upon exercise of the ~~Company’s~~warrants and ~~directors,~~a ~~loaned~~current toprospectus usrelating ~~for~~to ~~payment of~~such ~~operating~~ordinary ~~expenses~~shares. AsIt ofis ~~September~~the ~~30,~~Company’s ~~2022~~current intention to have an effective and ~~June~~current registration ~~30,~~statement ~~2022,~~covering the ~~balances~~ordinary ~~due~~shares toissuable ~~related~~upon ~~party~~exercise ~~were~~of ~~$9,981~~the warrants and ~~$9,981,~~a ~~respectively. The~~current ~~balance~~prospectus isrelating ~~unsecured,~~to ~~interest-free~~such ordinary ~~and~~shares ~~has~~in noeffect ~~fixed~~promptly ~~terms~~following consummation of ~~repayment~~an initial business combination.

~~Administrative~~Notwithstanding the foregoing, if a registration ~~Services~~statement ~~Agreement~~covering the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to purchase 150 shares and the fair market value on the date prior to exercise was $15, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis.

The ~~Company~~ iswarrants ~~obligated,~~will ~~commencing~~become ~~from~~exercisable ~~June~~on 1,the ~~2020,~~later of tothe ~~pay~~completion ~~Golden~~of ~~Bridge~~an ~~Capital~~initial ~~Limited,~~business ~~which is also owned by Mr~~combination. ~~Jining~~The ~~Li,~~warrants ~~the~~will ~~Company’s director~~expire ~~and~~at ~~also~~5:00 ~~the affiliate of the Sponsor~~p.m., aNew ~~monthly~~York ~~fee~~City ~~of $10~~time,~~000~~ ~~for~~on ~~general~~the ~~and~~fifth ~~administrative services. This agreement will~~anniversary ~~terminate~~of ~~upon~~our completion of ~~the~~an ~~Company’s~~initial business combination, or ~~the~~earlier ~~liquidation~~upon ~~of the trust account to public shareholders~~redemption.

~~Director’s Remuneration~~16

The Company ismay ~~obligated,~~redeem ~~commencing~~the ~~from~~outstanding ~~June~~warrants (including 1,any ~~2020,~~outstanding towarrants ~~pay~~issued ~~Yongsheng~~upon ~~Liu,~~exercise ~~which~~of isthe ~~our~~unit ~~CEO,~~purchase aoption ~~monthly~~issued ~~fee~~to ofMaxim ~~HK$50~~Group LLC),~~000~~ ~~for~~in ~~his~~whole ~~service~~and not in topart, ~~the~~at ~~Company~~a price of $0.01 per warrant:

14● at any time while the Public Warrants are exercisable,

~~GOLDENBRIDGE~~● ~~ACQUISITION LIMITED~~upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,

~~NOTES~~● TOif, ~~UNAUDITED~~and ~~CONDENSED~~only ~~CONSOLIDATED~~if, ~~FINANCIAL STATEMENTS~~the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

~~(Currency~~● ~~expressed~~if, and only if, there is a current registration statement in ~~United~~effect ~~States~~with ~~Dollars (“US$”),~~respect ~~except~~to ~~for~~the ~~number~~issuance of the ordinary shares) underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

~~NOTE~~If the foregoing conditions are satisfied and 7the –Company ~~NOTE~~would ~~PAYABLE~~issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete the redemption.

~~Extensions~~The redemption criteria for the warrants have ~~Loan~~been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

The Company will have until 12 months from the consummation of the Initial Public Offering to consummate the initial Business Combination. However, if the Company anticipates that the Company may not be able to consummate the initial Business Combination within 12 months, the Company may, but is not obligated to, extend the period of time to consummate a Business Combination three times by an additional three months each time (for a total of up to 21 months to complete a Business Combination). Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company, in order to extend the time available for us to consummate our initial Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $575,000 ($0.10 per share), on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of our initial Business Combination, or, at the lender’s discretion, converted upon consummation of our Business Combination into additional private units at a price of $10.00 per unit.Rights

~~On February~~Except ~~22,~~in ~~2022,~~cases where the Company ~~issued~~is ~~one~~not ~~unsecured~~the surviving ~~promissory~~company ~~note~~ in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of an ~~amount~~ordinary share upon consummation of ~~$575~~a Business Combination,~~000,~~ toeven ~~AgiiPlus~~if the holder of a Public Right converted all ordinary shares held by him, her or it in ~~exchange~~connection ~~for~~with ~~AgiiPlus~~a ~~depositing such~~Business ~~amount~~Combination ~~into~~or an amendment to the Company’s ~~trust~~Amended ~~account~~and inRestated ~~order~~Memorandum and Articles of Association with respect to ~~extend~~its pre-business combination activities. In the ~~time~~event itthat ~~has~~the ~~available~~Company towill ~~complete~~not be the surviving company upon completion of a ~~business~~Business ~~combination~~Combination, ~~for~~each holder of a Public Right will be required to affirmatively convert his, her or its rights anin ~~additional~~order ~~three~~to receive the one-tenth (31/10) ~~months~~of ~~period,~~a ~~from~~share ~~March~~underlying 4,each ~~2022~~Public Right upon consummation of a Business Combination. No additional consideration will be required to ~~June~~be 4paid by a holder of Public Rights in order to receive his, ~~2022~~her or its additional ordinary shares upon consummation of a Business Combination. The ~~note~~shares ~~was~~issuable ~~terminated~~upon ~~and~~exchange noof ~~amount~~the rights will be ~~due~~freely ~~from~~tradable us (except to ~~AgiiPlus~~the ~~under~~extent held ~~the~~by ~~terms~~affiliates ~~thereof~~of the Company). ~~The~~If ~~gain~~the onCompany ~~extinguishment~~enters ofinto ~~$575,000 was~~a ~~recognized~~definitive agreement for a Business Combination in ~~sundry~~which ~~income~~the ~~during~~Company will not be the ~~year~~surviving ~~ended~~entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share ~~June~~consideration ~~30,~~the ~~2022~~holders of ordinary shares will receive in the transaction on an as-converted into ordinary shares basis.

OnThe Company will not issue fractional shares ~~May~~in ~~22,~~connection ~~2022~~with ~~and~~an ~~August~~exchange ~~25,~~of ~~2022,~~Public ~~the~~Rights. ~~Company~~Fractional ~~issued~~shares anwill ~~unsecured~~either ~~promissory~~be ~~note,~~rounded down to the nearest whole share or otherwise addressed in ~~each~~accordance anwith ~~amount~~the applicable provisions of ~~$575,000,~~the toBritish ~~SunCar,~~Virgin ~~pursuant to~~Islands ~~which~~law. ~~such~~As ~~amount~~a ~~had~~result, ~~been~~the ~~deposited~~holders ~~into~~of the ~~Trust~~Public ~~Account~~Rights must hold rights in multiples of 10 in order to ~~extend~~receive ~~the~~shares ~~amount~~for all of ~~available~~the ~~time~~holders’ torights ~~complete~~upon closing of a ~~business~~Business Combination. ~~combination~~If ~~until~~the ~~December~~Company 4,is ~~2022.~~unable ~~The~~to ~~Notes~~complete ~~are~~a ~~non-interest~~Business ~~bearing~~Combination ~~and~~within ~~are~~the ~~payable~~Combination ~~upon~~Period and the ~~closing~~Company ofliquidates athe ~~business~~funds ~~combination.~~held Inin ~~addition~~the Trust Account, ~~the~~holders ~~Notes~~of ~~may~~Public beRights ~~converted~~will not receive any of such funds with respect to their Public Rights, atnor will they receive any distribution from the ~~lender~~Company’s ~~discretion~~assets held outside of the Trust Account with respect to such Public Rights, ~~into~~and ~~additional~~the Public Rights ~~Units~~will atexpire aworthless. ~~price~~Further, there are no contractual penalties for failure to deliver securities to the holders of ~~$10.00 per~~the ~~unit.~~Public AsRights ofupon ~~September~~consummation ~~30,~~of ~~2022~~a ~~and~~Business ~~June~~Combination. 30Additionally, ~~2022,~~in no event will the ~~note~~Company ~~payable~~be ~~balance~~required ofto ~~$1,150,000 and~~net ~~$575~~cash settle the rights. Accordingly,~~000,~~ ~~respectively~~the rights may expire worthless.

~~NOTE 8 – SHAREHOLDER’S DEFICIT~~17

~~Ordinary~~NOTE 9 ~~shares~~– FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company iswould ~~authorized~~have toreceived ~~issue~~in ~~unlimited~~connection ~~ordinary~~with ~~shares~~the sale of the assets or paid in connection with nothe ~~par~~transfer ~~value~~of the liabilities in an orderly transaction between market participants at the measurement date. ~~Holders~~In connection with measuring the fair value of its assets and liabilities, the Company’s ~~ordinary~~seeks ~~shares~~to ~~are~~maximize ~~entitled~~the use of observable inputs (market data obtained from independent sources) and to ~~one~~minimize ~~vote~~the ~~for~~use ~~each~~of ~~share~~unobservable inputs (internal assumptions about how market participants would price assets and liabilities). AtThe ~~September~~following ~~30,~~fair ~~2022,~~value ~~there~~hierarchy ~~were~~is ~~1,816,250~~used ~~ordinary~~to ~~shares~~classify ~~issued~~assets and liabilities ~~outstanding~~based ~~(excluding~~on ~~5,750,000~~the ~~shares subject~~observable inputs and unobservable inputs used in order to ~~redemption).~~value the assets and liabilities:

~~Accumulated Other~~Level ~~Comprehensive~~1: ~~Income~~Quoted ~~(Loss)~~prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

~~The table~~Level ~~below~~2: ~~presents~~Observable ~~the~~inputs ~~changes~~other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in ~~accumulated~~active ~~other~~markets ~~comprehensive~~for ~~income~~similar ~~(loss)~~assets ~~(“AOCI”),~~or ~~including~~liabilities ~~the~~and ~~reclassification out~~quoted ofprices ~~AOCI~~for identical assets or liabilities in markets that are not active.

	Available-for-sale securities
Balance as of July 1, 2022	$	82,398
Other comprehensive gain before reclassifications		254,794
Amounts reclassified from AOCI into interest income		(82,398	)
Balance as of September 30, 2022	$	254,794

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

15The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and June 30, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

GOLDENBRIDGE ACQUISITION LIMITED

	December 31, 2022		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	(Unaudited)		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Securities held in Trust Account*	$	-	$	-	$	-	$	-
Liabilities:
Warrant liabilities	$	30,000	$	-	$	-	$	30,000

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	June 30, 2022		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	(Audited)		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Securities held in Trust Account*	$	58,754,548	$	58,754,548	$	-	$	-
Liabilities:
Warrant liabilities	$	840,000	$	-	$	-	$	840,000

~~(Currency~~* ~~expressed~~included in ~~United~~cash ~~States~~and ~~Dollars (“US$”),~~investments ~~except~~held ~~for~~in ~~number~~trust ofaccount ~~shares)~~on the Company’s condensed consolidated balance sheet.

~~Warrants~~The private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed consolidated balance sheets.

~~Each public~~The ~~warrant~~Company ~~entitles~~allocated the ~~holder~~proceeds ~~thereof~~received tofrom the ~~purchase~~sale ~~one-half~~of ~~(1/2)~~Private ofUnits, ~~one~~first ~~ordinary~~to ~~share~~the atprivate awarrants ~~price~~based ofon ~~$11.50~~their ~~per~~fair ~~full~~values ~~share~~as determined at initial measurement, ~~subject~~with the remaining toproceeds ~~adjustment~~recorded as ~~described~~ordinary inshares ~~this~~subject ~~prospectus. Pursuant~~ to ~~the~~possible ~~warrant agreement~~redemption, aand ~~warrant~~ordinary ~~holder~~shares ~~may~~based ~~exercise~~on ~~its~~their ~~warrants~~relative ~~only~~fair ~~for~~values recorded aat ~~whole~~the ~~number~~initial ofmeasurement ~~shares~~date. ~~This~~The ~~means~~warrants ~~that~~were ~~only~~classified anas ~~even~~Level ~~number~~3 ofat ~~warrants~~the ~~may~~initial bemeasurement ~~exercised~~date atdue ~~any~~to ~~given~~the ~~time~~use byof ~~a warrant holder~~unobservable inputs.

No public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. It is the Company’s current intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination.18

Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The ~~“fair~~key ~~market~~inputs ~~value” shall~~into ~~mean~~ the ~~average~~binomial ~~reported~~model ~~last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to purchase 150 shares~~ and ~~the fair market value on the date prior to exercise was~~Black-Scholes ~~$15,~~model ~~that~~were ~~holder~~as ~~would~~follows ~~receive~~at ~~35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise~~ their ~~warrants~~measurement ~~on a cashless basis.~~dates:

The warrants will become exercisable on the later of the completion of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.

	December 31, 2022			June 30, 2022			March 4, 2021 (Initial measurement)
Input
Share price	$	10.26		$	10.14		$	10.00
Risk-free interest rate		1.86	%		3.01	%		0.77	%
Volatility		2.35	%		58	%		56	%
Exercise price	$	11.50		$	11.50		$	11.50
Warrant life		5 years			5 years			5 years

~~The~~As ~~Company~~of ~~may~~December ~~redeem~~31, ~~the~~2022 ~~outstanding~~and ~~warrants~~June ~~(including~~30, ~~any~~2022, ~~outstanding~~the ~~warrants~~aggregate ~~issued~~value ~~upon exercise~~ of the ~~unit~~Private ~~purchase~~Warrants ~~option~~was ~~issued to~~$30,000 ~~Maxim~~and ~~Group LLC)~~$840,000, respectively. The change in ~~whole~~fair ~~and~~value ~~not~~from inJune ~~part~~30, at2022 ato ~~price~~December of31, ~~$0.01~~2022 ~~per~~was ~~warrant:~~approximately $810,000.

●To atthe ~~any~~extent ~~time~~that ~~while~~valuation ~~the~~is ~~Public~~based ~~Warrants~~on models or inputs that are ~~exercisable~~less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

●NOTE ~~upon~~10 – ~~not~~COMMITMENTS ~~less~~AND ~~than 30 days’ prior written notice of redemption to each Public Warrant holder,~~CONTINGENCIES

●Risks ~~if,~~ and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, andUncertainties

●Management ~~if,~~is ~~and~~currently ~~only~~evaluating ~~if,~~the ~~there~~impact of isthe aCOVID-19 ~~current~~pandemic ~~registration~~on ~~statement~~the inindustry ~~effect~~and ~~with~~has ~~respect~~concluded tothat ~~the~~while ~~issuance~~it ofis reasonably possible that the ~~ordinary~~virus ~~shares~~could ~~underlying~~have ~~such~~a ~~warrants~~negative effect aton the ~~time~~Company’s future financial position, results of ~~redemption~~its operations and/or search for a target company, there has been a significant impact as of the ~~entire~~date ~~30-day~~of ~~trading~~these ~~period~~financial ~~referred~~statements. toThe ~~above~~financial ~~and~~statements ~~continuing~~do ~~each~~not ~~day~~include ~~thereafter~~any ~~until~~adjustments that might result from the ~~date~~future outcome of ~~redemption~~this uncertainty.

~~If the~~Registration foregoing conditions are satisfied and the Company would issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete the redemption.Rights

The holders of the Founder Shares, the Private ~~redemption~~Placement ~~criteria~~Warrants ~~for~~(and their underlying securities) and the warrants ~~have~~that ~~been~~may ~~established~~be atissued aupon ~~price~~conversion ~~which~~of isthe ~~intended~~Working Capital Loans (and their underlying securities) will be entitled to ~~provide~~registration ~~warrant~~rights ~~holders~~pursuant to a ~~reasonable~~registration ~~premium~~rights agreement to be signed prior to or on the ~~initial~~effective ~~exercise~~date ~~price~~of ~~and~~the ~~provide~~Proposed Public Offering. The holders of a ~~sufficient~~majority ~~differential~~of ~~between~~these securities will be entitled to make up to two demands that the ~~then-prevailing~~Company ~~share~~register ~~price~~such ~~and~~securities. The holders of the ~~warrant~~majority of the Founder Shares can elect to exercise these ~~price~~registration sorights ~~that~~at ifany time commencing three months prior to the ~~share~~date ~~price~~on ~~declines~~which asthese ordinary shares are to be released from escrow. The holders of a ~~result~~majority of ~~our~~the ~~redemption~~Private ~~call~~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 ~~redemption~~holders will ~~not~~have ~~cause~~certain ~~the~~“piggy-back” ~~share~~registration ~~price~~rights with respect to ~~drop~~registration ~~below~~statements filed ~~the~~subsequent ~~exercise~~to ~~price~~the completion of a Business Combination. The Company will bear the ~~warrants~~expenses incurred in connection with the filing of any such registration statements.

16Deferred Underwriter Compensation

~~GOLDENBRIDGE~~The ~~ACQUISITION~~Company is committed to pay the Deferred ~~LIMITED~~Discount of 3.5% of the gross offering proceeds, in the amount of $2,012,500 of the Public Offering, to the underwriter upon the Company’s consummation of the Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and has waived its right to receive the Deferred Discount if the Company does not close a Business Combination.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~19

~~(Currency~~Unit ~~expressed~~Purchase ~~in United States Dollars (“US$”), except for number of shares)~~Option

~~Rights~~The Company sold to Maxim for $100, an option to purchase 287,500 units exercisable, at $11.50 per unit commencing at any time between the first and fifth anniversary of the effective date of the registration statement relating to its initial public offering. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires on March 4, 2026. The option and the units, as well as the ordinary shares and warrants to purchase ordinary shares that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part or the commencement of sales in the Public Offering pursuant to Rule 5110(g)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated prior to March 4, 2022 except to any underwriters and selected dealer participating in the offering and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement of which forms a part with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. We will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary shares at a price below its exercise price.

~~Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public~~ Right ~~will automatically receive one-tenth (1/10)~~ of anFirst ordinary share upon consummation of a Business Combination, even if the holder of a Public Right converted all ordinary shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of a Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional ordinary shares upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders of ordinary shares will receive in the transaction on an as-converted into ordinary shares basis.Refusal

~~The Company~~Subject ~~will~~to ~~not~~certain ~~issue~~conditions, ~~fractional~~the ~~shares~~Company ingranted Maxim, ~~connection~~for ~~with~~a anperiod ~~exchange~~ of ~~Public~~15 ~~Rights.~~months ~~Fractional~~after ~~shares will either be rounded down to~~ the ~~nearest~~date ~~whole~~of ~~share or otherwise addressed in accordance with~~ the ~~applicable~~consummation ~~provisions~~ of the ~~British~~business ~~Virgin~~combination, ~~Islands law. As~~ a ~~result,~~right ~~the holders~~ of ~~the~~first ~~Public~~refusal ~~Rights must hold rights in multiples of 10 in order~~ to ~~receive~~act ~~shares~~as ~~for all of the holders’~~lead ~~rights~~underwriters ~~upon~~or ~~closing~~minimally ofas a ~~Business~~co-manager, ~~Combination.~~with Ifat ~~the~~least ~~Company~~30% isof ~~unable to complete a Business Combination within~~ the ~~Combination~~economics; ~~Period and~~or, ~~the Company liquidates the funds held~~ in the ~~Trust~~case ~~Account, holders~~ of ~~Public~~a ~~Rights~~three-handed ~~will~~deal, ~~not~~30% ~~receive any~~ of ~~such~~the ~~funds with respect~~economics, tofor ~~their Public Rights, nor will they receive~~ any ~~distribution~~and ~~from~~all ~~the~~future ~~Company’s~~public ~~assets~~and ~~held~~private ~~outside~~equity ~~of the Trust Account with respect to such Public Rights,~~ and ~~the~~debt ~~Public Rights will expire worthless~~offerings. ~~Further,~~In ~~there~~accordance ~~are~~with noFINRA ~~contractual~~Rule ~~penalties~~5110(f)(2)(E)(i), ~~for~~such ~~failure~~right ~~to deliver securities to the holders~~ of ~~the~~first refusal ~~Public~~shall ~~Rights~~not ~~upon~~have ~~consummation of~~ a ~~Business~~duration ~~Combination.~~of ~~Additionally,~~more inthan nothree ~~event~~years ~~will~~from the ~~Company~~ beeffective ~~required~~date toof ~~net cash settle~~ the ~~rights.~~registration ~~Accordingly, the rights may expire worthless~~statement.

NOTE 9 11 – ~~FAIR~~SUBSEQUENT ~~VALUE MEASUREMENTS~~EVENTS

~~The~~In ~~fair~~accordance ~~value~~with ofASC ~~the~~Topic ~~Company’s~~855, ~~financial~~“Subsequent ~~assets~~Events”, ~~and~~which ~~liabilities~~establishes ~~reflects~~general ~~management’s~~standards ~~estimate~~ of ~~amounts~~accounting ~~that~~for ~~the~~and ~~Company would~~disclosure ~~have~~of ~~received~~events inthat ~~connection~~occur ~~with~~after the ~~sale~~December of31, ~~the~~2022 ~~assets~~but orbefore ~~paid~~these inunaudited ~~connection~~financial ~~with~~statements ~~the~~are ~~transfer~~issued, of the ~~liabilities~~Company inhas ~~an orderly transaction~~evaluated ~~between~~all ~~market~~events ~~participants~~or attransactions ~~the~~that ~~measurement~~occurred ~~date.~~after InDecember ~~connection~~31, ~~with~~2022, ~~measuring~~up through the ~~fair~~date ~~value~~was ~~of its assets and liabilities,~~ the Company ~~seeks~~ toissued ~~maximize~~ the ~~use~~unaudited ~~of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable~~condensed ~~inputs~~consolidated ~~(internal~~financial ~~assumptions about how market participants would price assets and liabilities)~~statements. ~~The~~During ~~following~~the ~~fair~~period, ~~value hierarchy is used to classify assets and liabilities based on~~ the ~~observable~~Company ~~inputs~~did ~~and~~not ~~unobservable~~have ~~inputs~~any ~~used~~material insubsequent ~~order~~events toother ~~value~~than ~~the assets and liabilities:~~disclosed.

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.20

~~Level~~ITEM 2~~: Observable inputs other than Level 1 inputs~~. ~~Examples~~MANAGEMENT’S ofDISCUSSION ~~Level~~AND 2ANALYSIS ~~inputs~~OF ~~include~~FINANCIAL ~~quoted~~CONDITION ~~prices~~AND inRESULTS ~~active~~OF ~~markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.~~OPERATIONS

~~Level~~References 3:in ~~Unobservable~~this ~~inputs~~report ~~based~~(the on“Quarterly Report”) to “we,” “us,” “Goldenbridge,” or the “Company” refer to Goldenbridge Acquisition Limited. References to our ~~assessment~~“management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Cross Wealth Investment Holding Limited. The following discussion and analysis of the Company’s ~~assumptions~~financial ~~that~~condition ~~market~~and ~~participants~~results ~~would~~of ~~use~~operations should be read in ~~pricing~~conjunction with the ~~asset~~financial orstatements ~~liability~~and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~The following~~Special ~~table~~Note ~~presents~~Regarding ~~information~~Forward-Looking about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2022 and June 30, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.Statements

	September 30, 2022		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	(Unaudited)		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Securities held in Trust Account*	$	59,012,586	$	59,012,586	$	-	$	-
Liabilities:
Warrant liabilities	$	20,000	$	-	$	-	$	20,000

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section in our annual report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on September 30, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

17Recent Developments

~~GOLDENBRIDGE~~On ~~ACQUISITION~~November 23, 2022, the Company held an extraordinary ~~LIMITED~~general meeting of shareholders (the “Meeting”). During the Meeting, a proposal to amend the Company’s the amended and restated memorandum and articles of association (the “Amended Charter”) to extend the date by which the Company has to consummate a business combination up to three (3) times for an additional three (3) months each time, from December 4, 2022 to September 4, 2023, has been approved. On November 24, 2022, subsequent to the approval by its shareholders of the Amended Charter, the Company filed the Amended Charter with the British Virgin Islands General Registry, effective the same day. The Amended Charter extends the date by which the Company has to consummate a business combination up to three (3) times for an additional three (3) months each time, from December 4, 2022 to September 4, 2023.

~~NOTES~~On TONovember ~~UNAUDITED~~25, ~~CONDENSED~~2022, ~~CONSOLIDATED~~Goldenbridge ~~FINANCIAL~~issued an ~~STATEMENTS~~unsecured promissory note in the aggregate principal amount of $174,561.30 (the “Note”) to Auto Services Group Limited (“SunCar”), the counterparty to the previously announced agreement and plan of merger dated as of May 23, 2022, pursuant to which a proposed business combination among SunCar, Goldenbridge, Purchaser and Merger Sub would occur. The proceeds of the Note have been deposited in the Company’s trust account in connection with extending the business combination completion window until March 4, 2023.

~~(Currency~~The ~~expressed~~Company’s public shareholders elected to redeem an aggregate of 4,004,387 ordinary shares in ~~United~~connection ~~States~~with ~~Dollars~~the Meeting. Following such redemptions and the deposit of the ~~(“US~~extension payment described above, the amount of funds remaining in the Company’s trust account was approximately $”)18.3 million. Accordingly, ~~except~~following ~~for~~such ~~number~~redemptions and the deposit of the extension payment, the Company had 3,561,863 ordinary shares issued and outstanding (1,816,250 of which are shares held by our initial shareholders and are not subject to redemption) and the pro rata portion of the funds available in the trust account was approximately $10.4877 per public share.

	September 30, 2021		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	(Unaudited)		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Securities held in Trust Account*	$	57,500,550	$	57,500,550	$	-	$	-
Liabilities:
Warrant liabilities	$	730,000	$	-	$	-	$	730,000

* included in cash and investments held in trust account on the Company’s balance sheet.Overview

~~The~~We are a blank check company incorporated in ~~private~~the ~~warrants~~British ~~are~~Virgin ~~accounted~~Islands on August 12, 2019 and formed for asthe ~~liabilities~~purpose inof ~~accordance~~entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with ~~ASC~~one ~~815-40~~or ~~and~~more ~~are~~businesses ~~presented~~or ~~within~~entities. ~~warrant~~We ~~liabilities~~intend onto effectuate our initial business combination using cash from the ~~unaudited~~proceeds of the initial public offering and the sale of the Private Units, ~~condensed~~our ~~consolidated~~capital ~~balance~~stock, ~~sheets~~debt or a combination of cash, stock and debt.

~~The Company~~We ~~established~~presently ~~the~~have ~~initial~~no ~~fair value for the private warrants at $770~~revenue,~~000~~ onhave ~~March~~had ~~4, 2021, the date of the Company’s Initial~~losses ~~Public~~since ~~Offering,~~inception ~~using~~from aincurring ~~Black-Scholes~~formation ~~model.~~costs ~~The~~and ~~Company~~have ~~allocated~~had ~~the~~no ~~proceeds~~operations ~~received~~other ~~from~~than the ~~sale~~active solicitation of ~~Private~~a ~~Units,~~target ~~first~~business ~~to the private warrants based on their fair values as determined at initial measurement,~~ with ~~the remaining proceeds recorded as ordinary shares~~ ~~subject~~which to ~~possible~~complete ~~redemption,~~a ~~and~~business ~~ordinary~~combination. ~~shares~~We ~~based~~have onrelied ~~their~~upon ~~relative fair values recorded at~~ the ~~initial~~sale ~~measurement~~of ~~date.~~our ~~The warrants~~securities ~~were~~and ~~classified~~loans asfrom ~~Level~~our 3officers atand ~~the~~directors ~~initial measurement date due~~ to fund ~~the~~our ~~use of unobservable inputs~~operations.

~~The~~On March 4, 2021, the Company consummated its ~~key~~initial ~~inputs~~public ~~into~~offering of 5,000,000 Unit. Subsequently, on March 9, 2021, the ~~binomial~~underwriters ~~model~~exercised the option in full of 750,000 units, which was consummated on March 11, 2021. Each Public Unit consists of one ordinary share of the Company, no par value per share (the “Public Shares”), one right (the “Public Rights”) and ~~Black~~one redeemable warrant (the “Public Warrants”). Each Public Right entitles the holder to receive one-~~Scholes~~tenth ~~model~~(1/10) of an ordinary share upon consummation of an initial Business Combination. Each Public Warrant entitles the holder to purchase one-half (1/2) of one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a business combination. The Units were assold ~~follows~~at an offering price of $10.00 per Unit, generating gross proceeds of $5,750,000. Simultaneously with the closing of the initial business combination, the Company consummated a private placement of 350,000 units at ~~their~~a ~~measurement~~price ~~dates:~~of $10.00 per Private Unit, generating total proceeds of $3,500,000 (the “Private Placement”). A total of $57,500,000 of the net proceeds from the sale of Public Units in the initial business combination (including the over-allotment option units) and the Private Placement were placed in a trust account established for the benefit of the Company’s public shareholders. The Company 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.

	September 30, 2022			June 30, 2022			March 4, 2021 (Initial measurement)
Input
Share price	$	10.26		$	10.14		$	10.00
Risk-free interest rate		2.60	%		3.01	%		0.77	%
Volatility		1	%		58	%		56	%
Exercise price	$	11.50		$	11.50		$	11.50
Warrant life		5 years			5 years			5 years

We will not issue fractional shares. As a result, one must (1) exercise warrants in multiples of two warrants, at a price of $11.50 per full share, to validly exercise the warrants; and (2) hold rights in multiples of 10 in order to receive shares for all of the rights upon closing of a business combination.

AsOur ofmanagement ~~September~~has ~~30,~~broad ~~2022~~discretion ~~and~~with ~~June~~respect to ~~30,~~the ~~2022,~~specific application of the ~~aggregate~~ ~~value~~net proceeds of the ~~Private~~initial ~~Warrants~~business ~~was~~combination ~~$0.02~~ and ~~0.84~~the ~~million~~Private Placement, ~~respectively.~~although ~~The~~substantially all ~~change~~of inthe ~~fair~~net ~~value~~proceeds ~~from~~are ~~June~~intended ~~30,~~to ~~2022~~be toapplied ~~September 30,~~generally ~~2022~~towards ~~was~~consummating ~~approximately~~a ~~$820,000~~business combination.

~~To the~~Results ~~extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination~~ of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.Operations

~~NOTE~~We have neither engaged in any operations nor 10generated –any ~~COMMITMENTS~~revenues ~~AND~~to ~~CONTINGENCIES~~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, D&O insurance), 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.

~~Risks~~For the six months ended December 31, 2022, we had a net income of $911,117, which was comprised of change in the fair value of the warrant liability of $810,000 and ~~Uncertainties~~interest earned on the marketable securities held in Trust Account of $612,145, offset by operating costs of $511,028 .

~~Management is~~For ~~currently evaluating~~ the ~~impact~~six ofmonths ~~the~~ended ~~COVID-19~~December ~~pandemic~~31, on2021, ~~the industry and has concluded that while it is reasonably possible that~~we ~~the~~had ~~virus could have~~ a ~~negative~~net ~~effect~~loss onof ~~the~~$488,653, ~~Company’s~~which ~~future~~was ~~financial~~comprised ~~position, results~~ of ~~its~~operating ~~operations~~costs ~~and/or~~of ~~search for a target company~~$525,644, ~~there~~offset ~~has~~by ~~been~~ a ~~significant~~change ~~impact~~in asthe fair value of the ~~date~~warrant liability of ~~these~~$30,000 ~~financial~~and ~~statements.~~interest ~~The~~earned ~~financial~~on ~~statements~~the domarketable ~~not~~securities ~~include any~~held ~~adjustments~~in ~~that~~Trust ~~might~~Account ~~result from the future outcome~~ of ~~this uncertainty~~$6,991.

18For the three months ended December 31, 2022, we had a net income of $224,729, which was comprised of interest earned on the marketable securities held in Trust Account of $523,240, offset by change in the fair value of the warrant liability of $10,000 and operating costs of $288,511.

~~GOLDENBRIDGE~~For ~~ACQUISITION~~the three months ended December 31, 2021, ~~LIMITED~~we had a net loss of $231,329, which was comprised of operating costs of $256,376, offset by a change in the fair value of the warrant liability of $20,000 and interest earned on the marketable securities held in Trust Account of $5,047.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~22

~~(Currency~~Liquidity ~~expressed~~and inCapital ~~United States Dollars (“US$”), except for number of shares)~~Resources

~~Registration~~As of December 31, 2022, we had cash and investments ~~Rights~~held in the Trust Account of $18,437,438. 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, advances from the Sponsor and loan from related parties.

~~The holders~~On ofMarch ~~the~~4, ~~Founder Shares~~2021, ~~the~~we ~~Private~~consummated ~~Placement Warrants (and their underlying securities) and~~ the ~~warrants that may be issued upon~~initial ~~conversion~~public offering of ~~the~~5,000,000 ~~Working~~Public ~~Capital~~Units ~~Loans~~at ~~(and their underlying securities) will be entitled to registration rights pursuant to~~ a ~~registration rights~~price ~~agreement~~of to$10.00 beper ~~signed~~unit, ~~prior~~generating togross orproceeds ~~on the effective date~~ of ~~the Proposed Public Offering~~$50,000,000. ~~The~~Subsequently, ~~holders~~on ~~of a majority of these securities~~March ~~will~~9, be2021, ~~entitled~~the tounderwriters ~~make~~exercised ~~up to two demands that~~ the ~~Company~~option ~~register~~in ~~such~~full ~~securities. The holders~~ of ~~the~~750,000 ~~majority~~units ~~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~~price of ~~the~~$10.00 ~~Private~~per ~~Placement~~unit, ~~Warrants~~generating ~~and~~gross ~~warrants~~proceeds ~~issued in payment~~ of ~~Working~~$7,500,000. ~~Capital~~Simultaneously ~~Loans~~with ~~made to~~ the ~~Company~~closing ~~(or~~of ~~underlying securities) can elect to exercise these registration rights at any time after~~ the ~~Company consummates~~initial apublic ~~Business Combination. In addition~~offering, ~~the~~we ~~holders~~consummated ~~will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to~~ the ~~completion~~sale of a350,000 ~~Business~~Private ~~Combination.~~Units, ~~The~~at ~~Company~~a ~~will~~price ~~bear~~of ~~the expenses incurred~~$10.00 inper ~~connection~~unit, ~~with~~generating ~~the~~gross ~~filing~~proceeds of ~~any such registration statements~~$3,500,000.

~~Deferred~~Following the initial public offering and the ~~Underwriter~~exercise ~~Compensation~~of the over-allotment option, a total of $5,750,000 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.

~~The Company~~As isof ~~committed~~December to31, ~~pay~~2022, we had cash of $59,738 and cash in the ~~Deferred~~Trust ~~Discount~~Account of 3 $18,437,438 (including approximately $981,308 of interest income).5% We intend to use substantially all of the ~~gross~~net ~~offering~~ proceeds of the initial public offering, including the funds held in the ~~amount~~Trust ofAccount $2(less taxes payable and deferred underwriting commissions),~~012~~ to complete our initial business combination. We may withdraw interest to pay taxes. During the period ended December 31,~~500~~ 2022, we did not withdraw any of interest income from the Trust Account to pay for income taxes. To the extent that our capital stock ~~Public~~is ~~Offering,~~used in whole or in part as consideration to effect our initial business combination, the ~~underwriter~~remaining ~~upon~~proceeds held in the ~~Company’s~~Trust ~~consummation~~Account, as well as any other net proceeds not expended, will be used as working capital to finance the operations of the ~~Business~~target ~~Combination~~business. ~~The~~Such working ~~underwriter~~capital isfunds ~~not~~could ~~entitled to~~be ~~any~~used ~~interest~~in ~~accrued~~a onvariety of ways including continuing or expanding the ~~Deferred~~target ~~Discount~~business’ operations, for strategic acquisitions and ~~has~~for ~~waived~~marketing, ~~its~~research ~~right~~and development of existing or new products. Such funds could also be used to ~~receive~~repay any operating expenses or finders’ fees which we had incurred prior to the ~~Deferred~~completion ~~Discount~~of our business combination if the ~~Company~~funds ~~does~~available to ~~not~~us ~~close a~~outside ~~Business~~of ~~Combination~~the Trust Account were insufficient to cover such expenses.

~~The underwriter~~As ~~has~~of ~~agreed~~December to31, ~~be paid entirely~~2022, ~~other~~we ~~than~~had ~~customary~~cash ~~expense~~of ~~reimbursement~~$59,738 outside inof the ~~Company~~Trust ~~Ordinary~~Account. ~~Shares,~~We ~~issued~~intend atto use the ~~same~~ ~~per~~funds ~~share~~held ~~price~~outside asthe ~~issued~~Trust asAccount ~~consideration~~primarily into ~~the~~identify ~~Business~~and ~~Combination~~evaluate ~~with~~target ~~SunCar~~businesses, perform inbusiness andue ~~amount~~diligence ofon ~~such~~prospective ~~ordinary~~target ~~shares~~businesses, ~~equal~~travel to ~~0.8%~~ ofand from the ~~equity~~offices, ~~value~~plants ofor ~~SunCar~~similar ~~(the~~locations ~~“Transaction~~of ~~Fee”).~~prospective target ~~Assuming~~businesses aor ~~per~~their ~~share~~representatives ~~price~~or ~~of $10 per share~~owners, ~~such~~review ~~Transaction Fee~~corporate ~~payable~~documents ~~upon~~and ~~consummation~~material agreements of ~~the~~prospective ~~Business~~target ~~Combination~~businesses, and ~~would~~structure, benegotiate ~~approximately~~and ~~640,000~~complete ~~PubCo~~a ~~Ordinary~~business ~~Shares~~combination.

~~Unit~~On November 25, 2022, Goldenbridge issued an ~~Purchase~~unsecured ~~Option~~promissory note in the aggregate principal amount of $174,561.30, or the Note, to SunCar. The Note does not bear interest and matures upon closing of the Company’s initial business combination. In addition, the Note may be converted by SunCar into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit. The proceeds of the Note have been deposited in the Company’s trust account in connection with extending the business combination completion window until March 4, 2023.

~~The~~ If the Company ~~sold~~does tonot ~~Maxim~~complete ~~for~~a ~~$100~~business combination by March 4, an2023 ~~option~~from tothe ~~purchase~~consummation ~~287,500~~of ~~units~~the ~~exercisable~~Public Offering, atit ~~$11.50~~will ~~per~~trigger ~~unit~~an ~~commencing~~automatic atwinding ~~any~~up, ~~time~~dissolution ~~between~~and ~~the~~liquidation pursuant ~~first~~to the terms of the amended and ~~fifth~~restated ~~anniversary~~memorandum and articles of association. As a result, this has the ~~effective~~same ~~date~~effect ofas if the ~~registration~~Company had ~~statement~~formally ~~relating~~gone tothrough ~~its~~a ~~initial~~voluntary ~~public~~liquidation ~~offering~~procedure under the Companies Law. ~~The~~Accordingly, ~~purchase option~~no ~~may~~vote would be ~~exercised~~required ~~for~~from ~~cash~~the Company’s orshareholders onto commence such a ~~cashless~~voluntary ~~basis~~winding up, atdissolution ~~the~~and ~~holder’s~~liquidation. ~~option~~However, ~~and~~if ~~expires~~the onCompany anticipates that the Company may not be able to consummate its initial business combination by March 4, ~~2026.~~2023, ~~The~~the ~~option~~Company ~~and~~may, ~~the~~but is not obligated ~~units~~to, asextend ~~well~~the asperiod ~~the~~of ~~ordinary~~time ~~shares~~to ~~and~~consummate ~~warrants~~a business combination two times by an additional three months each time (for a total of up to ~~purchase~~30 ~~ordinary~~months ~~shares~~to ~~that~~complete ~~may~~a bebusiness ~~issued~~combination). ~~upon~~Pursuant ~~exercise~~to the terms of the ~~option,~~amended ~~have~~and ~~been~~restated memorandum and articles of association ~~deemed~~and ~~compensation~~the bytrust ~~FINRA~~agreement entered into between the Company and ~~are~~Continental ~~therefore~~Stock ~~subject~~Transfer & Trust Company, LLC on the effective date of the Registration Statement, in order to aextend ~~lock-up~~the time available for athe ~~period~~Company ofto ~~180~~consummate the initial business combination, the Company’s insiders or their affiliates or designees, upon five days ~~immediately~~advance ~~following~~notice prior to the ~~effective~~applicable ~~date~~deadline, must deposit ofinto the ~~registration~~trust ~~statement~~account $0.10 per share, on or prior to the date of ~~which~~the ~~this~~applicable ~~prospectus~~deadline. ~~forms~~The insiders will receive a ~~part~~non-interest bearing, orunsecured promissory note equal to the ~~commencement~~amount of ~~sales~~any such deposit that will not be repaid in the ~~Public~~event ~~Offering~~that ~~pursuant~~the Company is unable to ~~Rule~~close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid ~~5110(g)(1)~~upon consummation of ~~FINRA~~the Company’s ~~Rules~~initial business combination, ~~during~~or, ~~which~~at ~~time~~the lender’s discretion, converted upon consummation of the ~~option~~business ~~may~~combination ~~not~~into beadditional ~~sold,~~private ~~transferred,~~units ~~assigned,~~at ~~pledged~~a orprice ~~hypothecated,~~of or$10.00 beper unit. The Company’s shareholders have approved ~~subject~~the issuance of ~~any~~the ~~hedging,~~private ~~short~~units ~~sale~~upon conversion of such notes, ~~derivative~~to orthe ~~put~~extent orthe ~~call~~holder ~~transaction~~wishes ~~that~~to ~~would~~so ~~result~~convert insuch notes at the ~~economic~~time of ~~disposition~~the consummation of the ~~securities~~Company’s initial business combination. ~~Additionally,~~ In the ~~option~~event ~~may~~that ~~not~~the beCompany ~~sold,~~receives ~~transferred,~~notice ~~assigned,~~from ~~pledged~~the orCompany’s insiders ~~hypothecated~~five days prior to ~~March~~the 4applicable deadline of their intent to effect an extension, ~~2022~~the ~~except~~Company intends to ~~any~~issue ~~underwriters and~~a ~~selected~~press ~~dealer~~release announcing ~~participating~~such inintention ~~the~~at ~~offering~~least ~~and~~three ~~their~~days ~~bona~~prior ~~fide~~to ~~officers~~the orapplicable ~~partners~~deadline. ~~The~~In ~~option~~addition, ~~grants~~the Company intends to ~~holders~~issue ~~demand~~a ~~and~~press ~~“piggy~~release ~~back”~~the ~~rights~~day ~~for~~after ~~periods~~the ofapplicable ~~five~~deadline ~~and~~announcing ~~seven~~whether ~~years,~~or ~~respectively,~~not ~~from~~ the ~~effective~~funds ~~date~~had ofbeen ~~the~~timely ~~registration~~deposited. ~~statement~~The ofCompany’s ~~which~~insiders and ~~forms~~their aaffiliates ~~part~~or ~~with~~designees ~~respect~~are tonot ~~the~~obligated ~~registration~~to ~~under~~fund the ~~Securities~~trust ~~Act~~account ofto extend the ~~securities~~time ~~directly~~for ~~and~~the ~~indirectly~~Company ~~issuable~~to ~~upon~~complete ~~exercise~~the initial ofbusiness combination. To the ~~option.~~extent Wethat ~~will~~some, ~~bear~~but not all, ~~fees~~of ~~and~~the ~~expenses~~Company’s ~~attendant~~insiders, decide to ~~registering~~extend the ~~securities~~period of time to consummate the Company initial business combination, ~~other~~such ~~than~~insiders ~~underwriting~~(or ~~commissions~~their ~~which will~~affiliates beor ~~paid~~designees) ~~for~~may bydeposit the ~~holders~~entire ~~themselves~~amount required. ~~The~~If the ~~exercise~~Company ~~price~~is ~~and~~unable ~~number~~to ofconsummate ~~units~~the ~~issuable~~Company’s ~~upon~~initial ~~exercise~~business combination within such time period, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the ~~option~~Company’s ~~may~~outstanding bepublic ~~adjusted~~shares for a pro rata portion of the funds held in ~~certain~~the ~~circumstances~~trust account, including a pro rata portion of any interest earned on the funds held in the ~~event~~trust ofaccount and anot ~~stock~~necessary ~~dividend,~~to orpay ~~recapitalization~~taxes, ~~reorganization,~~and ~~merger~~then orseek ~~consolidation~~to liquidate and dissolve. However, the ~~option~~Company ~~will~~may not be ~~adjusted~~able ~~for~~to ~~issuances~~distribute such amounts as a result of ~~ordinary~~claims ~~shares~~of atcreditors awhich ~~price~~may ~~below~~take ~~its~~priority ~~exercise~~over ~~price~~the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire and will be worthless.

~~Right of First Refusal~~23

~~Subject to certain conditions~~Accordingly, the Company ~~granted~~may ~~Maxim,~~not ~~for~~be aable ~~period~~to ofobtain additional 15financing. ~~months~~If ~~after~~ the ~~date~~Company ofis ~~the~~unable ~~consummation~~to ofraise ~~the~~additional ~~business combination~~capital, a ~~right~~it ofmay ~~first~~be ~~refusal~~required to ~~act~~take asadditional ~~lead~~measures ~~underwriters~~to orconserve liquidity, ~~minimally~~which ascould ~~a co-manager~~include, ~~with~~but atnot ~~least~~necessarily ~~30%~~be oflimited ~~the~~to, ~~economics;~~curtailing oroperations, insuspending the ~~case~~ pursuit of a ~~three-handed~~potential ~~deal~~transaction, and ~~30%~~reducing ofoverhead ~~the~~expenses. ~~economics,~~The ~~for~~Company cannot provide any ~~and~~assurance ~~all~~that ~~future~~new ~~public~~financing ~~and~~will ~~private~~be ~~equity~~available ~~and~~to ~~debt~~it ~~offerings~~on commercially acceptable terms, if at all. InThese ~~accordance~~conditions ~~with~~raise substantial doubt about the Company’s ability to continue as a going concern if a Business ~~FINRA~~Combination ~~Rule~~is ~~5110(f)(2)(E)(i)~~not consummated by March 4, ~~such~~2023. ~~right~~These ofunaudited ~~first~~consolidated ~~refusal~~financial ~~shall~~statements do not ~~have~~include aany ~~duration~~adjustments ofrelating to ~~more~~the ~~than~~recovery ~~three~~of ~~years~~the ~~from~~recorded ~~the~~assets ~~effective~~or ~~date~~the classification of the ~~registration~~liabilities ~~statement~~that ofmight ~~which~~be ~~this~~necessary ~~prospectus~~should ~~forms~~the Company be unable to continue as a ~~part~~going concern.

~~NOTE 11~~Off-balance –Sheet ~~SUBSEQUENT~~Financing ~~EVENTS~~Arrangements

InWe ~~accordance~~have ~~with~~no ~~ASC Topic 855~~obligations, ~~“Subsequent~~assets ~~Events”,~~or liabilities which ~~establishes~~would ~~general~~be ~~standards~~considered ofoff-balance ~~accounting~~sheet ~~for~~arrangements ~~and~~as ~~disclosure~~ of ~~events~~December ~~that~~31, ~~occur~~2022. ~~after~~We ~~the~~do ~~September~~not ~~30,~~participate ~~2022~~in ~~but~~transactions ~~before~~that ~~these~~create relationships ~~unaudited~~with unconsolidated entities or financial ~~statements~~partnerships, ~~are~~often ~~issued~~referred to as variable interest entities, which would have been established for the ~~Company~~purpose ~~has~~of ~~evaluated~~facilitating ~~all~~off-balance ~~events~~sheet orarrangements. ~~transactions~~We ~~that~~have ~~occurred~~not ~~after~~entered ~~September~~into ~~30,~~any ~~2022~~off-balance sheet financing arrangements, upestablished ~~through~~any ~~the~~special ~~date~~purpose ~~was~~entities, ~~the~~guaranteed ~~Company~~any ~~issued~~debt ~~the~~or ~~unaudited~~commitments ~~condensed~~of ~~consolidated~~other entities, or purchased any non-financial ~~statements~~assets.

19Contractual Obligations

~~ITEM~~We do not have any long-term debt, capital lease 2obligations, 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. ~~MANAGEMENT’S~~We ~~DISCUSSION~~began ~~AND~~incurring these ~~ANALYSIS~~fees OFon ~~FINANCIAL~~June ~~CONDITION~~1, ~~AND~~2020 ~~RESULTS~~and OFwill ~~OPERATIONS~~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:

~~References in~~Registration this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Goldenbridge Acquisition Limited. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Cross Wealth Investment Holding Limited. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.Rights

~~Special~~The holders of the Founder Shares, the Private ~~Note~~Placement ~~Regarding~~Warrants ~~Forward~~(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-~~Looking~~back” ~~Statements~~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.

~~This Quarterly~~Private Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section in our annual report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on September 30, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.Warrants

~~Recent~~The Company classifies the Private Warrants as ~~Development~~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.

~~On August~~Deferred ~~25,~~Underwriting ~~2022,~~Commission Goldenbridge issued one unsecured promissory note in an amount of $575,000, to Auto Services Group Limited, a Cayman Islands exempted company (“SunCar”), in exchange for SunCar depositing such amount into Goldenbridge trust account in order to extend the amount of time it has available to complete a business combination for an additional three (3) months period, from September 4, 2022 to December 4, 2022. The note does not bear interest and ~~mature upon closing of a business combination by Goldenbridge. In addition,~~Transaction ~~the note may be converted by the holder into units of Goldenbridge identical to the units issued in Goldenbridge’s initial public offering at a price of $10.00 per unit.~~Fee

~~Overview~~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 December 31, 2022, the Unit Purchase Option has not been exercised by Maxim.

We are a blank check company incorporated in the British Virgin Islands on August 12, 2019 and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the sale of the Private Units, our capital stock, debt or a combination of cash, stock and debt.24

20Right of First Refusal

~~We presently~~According ~~have~~to noits ~~revenue~~financial advisor agreement with Goldenbridge, ~~have~~Maxim ~~had~~has ~~losses~~rights ~~since~~of ~~inception~~first ~~from~~refusal, ~~incurring~~on ~~formation~~a ~~costs~~non-exclusive ~~and~~basis, ~~have~~to ~~had~~be nounderwriter ~~operations~~or ~~other~~placement ~~than~~agent ~~the~~in ~~active~~connection with ~~solicitation~~an ofequity, aequity-linked, ~~target~~convertible ~~business~~or debt financing in connection with ~~which~~the toBusiness ~~complete~~Combination, aalthough ~~business~~Maxim ~~combination.~~has Werights ~~have~~to ~~relied~~be a ~~upon~~specified ~~the~~lead ~~sale~~in ofsuch ~~our~~transaction ~~securities~~if ~~and~~it ~~loans from~~so ~~our~~determines. ~~officers~~To ~~and~~date, ~~directors~~Maxim tohas ~~fund~~not ~~our~~exercised ~~operations~~this right of first refusal.

~~On March~~Subject 4,to ~~2021~~certain conditions, the Company ~~consummated~~granted Maxim, ~~its~~for ~~initial~~a ~~public~~period ~~offering~~ of ~~5,000,000~~15 ~~Unit.~~months ~~Subsequently,~~after ~~on March 9, 2021,~~ the ~~underwriters exercised~~date ~~the option in full~~ of ~~750,000~~the ~~units,~~consummation ~~which was consummated on March 11, 2021. Each Public Unit consists~~ of ~~one ordinary share of~~ the ~~Company,~~business ~~no par value per share (the “Public Shares”)~~combination, ~~one~~a right ~~(the~~of ~~“Public~~first ~~Rights”)~~refusal ~~and~~to ~~one~~act ~~redeemable~~as lead ~~warrant~~underwriters ~~(the~~or ~~“Public~~minimally ~~Warrants”).~~as ~~Each~~a ~~Public Right entitles the holder to receive one~~co-~~tenth~~manager, ~~(1/10)~~with ofat anleast ~~ordinary~~30% ~~share upon consummation~~ of ~~an initial Business Combination. Each Public Warrant entitles~~ the ~~holder~~economics; ~~to purchase one-half (1/2) of one ordinary share~~or, ~~and~~ ~~each~~in ~~ten rights entitle~~ the ~~holder~~case ~~thereof to receive one ordinary share at the closing~~ of a ~~business~~three-handed ~~combination. The Units were sold at an offering price of $10.00 per Unit~~deal, ~~generating~~30% ~~gross proceeds~~ of ~~$5,750,000. Simultaneously with~~ the ~~closing of the initial~~economics, ~~business~~for ~~combination,~~any ~~the~~and ~~Company~~all ~~consummated~~future apublic and private ~~placement~~equity ofand ~~350,000~~debt ~~units at a price of $10~~offerings.00 ~~per~~In ~~Private~~accordance ~~Unit,~~with ~~generating total~~FINRA ~~proceeds~~Rule ~~of $3,500,000~~ 5110(~~the “Private Placement”~~f)~~. A total of $57~~(2)(E)(i),~~500,000~~ ofsuch ~~the~~right ~~net proceeds from the sale~~ of ~~Public~~first ~~Units~~refusal inshall ~~the~~not ~~initial~~have ~~business~~a ~~combination~~duration ~~(including~~of ~~the~~more ~~over-allotment~~than ~~option~~three ~~units)~~years ~~and~~from the ~~Private~~effective ~~Placement~~date ~~were placed in a trust account established for the benefit~~ of the ~~Company’s~~registration ~~public shareholders~~statement. ~~The Company 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.~~

~~We will~~Critical ~~not~~Accounting ~~issue~~Policies fractional shares. As a result, one must (1) exercise warrants in multiples of two warrants, at a price of $11.50 per full share, to validly exercise the warrants; and (2) hold rights in multiples of 10 in order to receive shares for all of the rights upon closing of a business combination.

~~Our~~The preparation of unaudited condensed consolidated ~~management~~financial ~~has~~statements ~~broad~~and ~~discretion~~related disclosures in conformity with ~~respect~~accounting toprinciples generally accepted in the ~~specific~~United ~~application~~States of ~~the~~America (“GAAP”) ~~net~~requires ~~proceeds~~management ofto make estimates and assumptions that affect the ~~initial~~reported ~~business~~amounts ~~combination~~of assets and liabilities, disclosure of contingent assets and liabilities at the ~~Private~~date ~~Placement~~of the financial statements, ~~although~~and ~~substantially~~income ~~all~~and ofexpenses during the ~~net~~periods ~~proceeds~~reported. Actual ~~are~~results ~~intended~~could tomaterially bediffer ~~applied~~from ~~generally~~those ~~towards~~estimates. ~~consummating~~The aCompany ~~business combination~~has not identified any significant accounting policies.

~~Results of Operations~~Warrants

~~We have~~The ~~neither~~Company ~~engaged~~accounts infor ~~any~~warrants ~~operations~~as ~~nor~~either ~~generated~~equity-classified or ~~any~~liability-classified ~~revenues~~instruments tobased ~~date.~~on ~~Our~~an ~~entire~~assessment ~~activity~~of ~~from~~the ~~inception~~warrant’s upspecific toterms ~~March~~and 4,applicable ~~2021~~authoritative ~~was~~guidance in ~~preparation~~Financial ~~for~~Accounting ~~the~~Standards ~~initial~~Board ~~public~~(“FASB”) ~~offering.~~Accounting ~~Since~~Standards ~~the~~Codification ~~initial~~(“ASC”) ~~public~~480, ~~offering~~Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, ~~our~~Derivatives ~~activity~~and ~~has~~Hedging ~~been~~(“ASC ~~limited~~815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the ~~evaluation~~definition of a liability pursuant ~~business~~to ~~combination~~ASC ~~candidates~~480, and wewhether ~~will~~the ~~not~~warrants bemeet ~~generating~~all ~~any~~of ~~operating~~the ~~revenues~~requirements ~~until~~for ~~the~~equity ~~closing~~classification ~~and~~under ~~completion~~ASC of815, ~~our~~including ~~initial business~~whether ~~combination.~~the Wewarrants are ~~expect~~indexed to ~~incur~~the ~~increased~~Company’s ~~expenses~~own asordinary ashares ~~result~~and ofwhether ~~being~~the awarrant ~~public~~holders ~~company~~could ~~(for~~potentially ~~legal,~~require ~~financial~~“net ~~reporting,~~cash ~~accounting~~settlement” ~~and~~in ~~auditing~~a ~~compliance,~~circumstance ~~D&O~~outside ~~insurance)~~of the Company’s control, asamong ~~well~~other asconditions for ~~due~~equity ~~diligence expenses~~classification. We ~~expect~~This ~~our~~assessment, ~~expenses~~which ~~to increase substantially~~requires ~~after~~the ~~this~~use ~~period.~~of ~~However~~professional judgment, weis ~~cannot~~conducted ~~assure~~at ~~you~~the ~~that~~time ~~our~~of ~~plans~~warrant toissuance ~~complete~~and aas ~~business~~of ~~combination~~each ~~will~~subsequent bequarterly ~~successful~~period end date while the warrants are outstanding.

For ~~the~~issued ~~three~~or ~~months~~modified ~~ended~~warrants ~~September~~that ~~30,~~meet ~~2022,~~all weof ~~had~~the acriteria ~~net~~for ~~income~~equity ~~of $686~~classification,~~388,~~ ~~which~~the ~~was~~warrants ~~comprised~~are required to be recorded as a component of ~~operating~~equity ~~costs~~at the time of ~~$222,518~~issuance. For ~~and~~issued ~~offset~~or bymodified ~~change~~warrants inthat do not meet all the ~~fair~~criteria ~~value~~for ofequity classification, the ~~warrant~~warrants are required to be recorded ~~liability~~as ofliabilities ~~$820,000,~~at ~~dividend~~their ~~income~~initial fair value on the date of $8issuance, ~~interest~~and ~~earned~~each onbalance ~~the~~sheet ~~marketable~~date ~~securities~~thereafter. ~~held~~Changes in ~~Trust~~the ~~Account~~estimated fair value of ~~$88,898~~the ~~and~~warrants ~~unrealized gain~~are onrecognized ~~marketable~~as ~~securities~~a ~~held~~non-cash ingain or loss on the ~~Trust~~statements of operations.

~~For~~Ordinary ~~the~~Shares ~~three~~Subject ~~months~~To ~~ended~~Possible September 30, 2021, we had a net loss of $257,324, which was comprised of operating costs of $269,268 and offset by change in the fair value of the warrant liability of $10,000, interest earned on the marketable securities held in Trust Account of $1,944 and unrealized gain on marketable securities held in the Trust.Redemption

~~Liquidity~~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 ~~Capital~~is ~~Resources~~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 considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

~~As of~~Net ~~September~~Loss ~~30,~~Per 2022, we had cash and investments held in the Trust Account of $59,590,850. 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.Share

~~On March~~The 4,Company ~~2021,~~calculates wenet ~~consummated~~loss ~~the~~per ~~initial~~share ~~public~~in ~~offering~~accordance ofwith ~~5,000,000~~ASC ~~Public~~Topic ~~Units~~260, atEarnings aper ~~price~~Share. ofIn ~~$10.00~~order ~~per~~to ~~unit,~~determine ~~generating~~the ~~gross~~net ~~proceeds~~income (loss) ofattributable ~~$50,000,000.~~to ~~Subsequently,~~both onthe ~~March~~redeemable 9,shares ~~2021~~and non-redeemable shares, the ~~underwriters~~Company ~~exercised~~first considered the ~~option~~undistributed inincome ~~full~~(loss) ofallocable to ~~750,000~~both ~~units~~the atredeemable aordinary ~~price~~shares ofand ~~$10.00~~non-redeemable ~~per~~ordinary shares and the undistributed income (loss) is calculated using the ~~unit,~~total ~~generating~~net ~~gross~~loss ~~proceeds~~less ofany ~~$7,500,000~~dividends paid. ~~Simultaneously~~The ~~with~~Company then allocated the ~~closing~~undistributed income (loss) ratably based on the weighted average number of shares outstanding between the ~~initial~~redeemable ~~public~~and ~~offering,~~non-redeemable weordinary ~~consummated~~shares. Any remeasurement of the ~~sale~~accretion to redemption value of ~~350~~the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders As of December 31,~~000~~ ~~Private~~2022, ~~Units~~the Company did not have any dilutive securities and other contracts that could, atpotentially, abe ~~price~~exercised or converted into ordinary shares and then share in the earnings of ~~$10~~the Company.00 ~~per~~As ~~unit~~a result, ~~generating~~diluted ~~gross~~loss ~~proceeds~~per ofshare ~~$3,500,000~~is the same as basic loss per share for the period presented.

Following the initial public offering and the exercise of the over-allotment option, a total of $5,750,000 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.25

21ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of ~~September~~December 3031, 2022, we ~~had~~were ~~cash~~not ofsubject to ~~$38,125~~any ~~and~~market ~~marketable~~or ~~securities in the Trust Account of $59,590,850 (including approximately $88,898 of~~ interest ~~income)~~rate risk. WeThe ~~intend to use substantially all of the~~ net proceeds of the ~~initial~~IPO ~~public offering, including the funds~~ held in the ~~Trust~~trust ~~Account~~account ~~(less~~have ~~taxes~~been ~~payable~~invested ~~and~~in ~~deferred underwriting commissions), to complete our initial business combination~~U. ~~We may withdraw interest to pay taxes~~S. ~~During~~government ~~the period ended September 30~~treasury bills, ~~2022,~~notes weor ~~did~~bonds ~~not~~with ~~withdraw~~a ~~any~~maturity of ~~interest~~180 ~~income~~days ~~from~~or ~~the~~less ~~Trust Account~~or toin ~~pay~~certain ~~for~~money ~~income~~market ~~taxes.~~funds ~~To the extent~~ that ~~our~~invest ~~capital~~solely ~~stock is used~~ in ~~whole~~US ortreasuries. inDue ~~part as consideration~~ to ~~effect our initial~~ ~~business combination,~~ the ~~remaining~~short-term ~~proceeds~~nature ~~held~~of inthese ~~the Trust Account~~investments, aswe ~~well~~believe asthere ~~any other net proceeds not expended,~~ will be ~~used as~~no ~~working~~associated ~~capital~~material toexposure 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~~interest ~~any~~rate 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 expensesrisk.

~~As of~~ITEM ~~September 30, 2022, we had cash of $38,125 outside of the Trust Account~~4. WeCONTROLS ~~intend~~AND 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.PROCEDURES

~~On August~~Evaluation ~~25, 2022, Goldenbridge issued one unsecured promissory note in an amount~~ of ~~$575,000,~~Disclosure toControls SunCar, in exchange for SunCar depositing such amount into Goldenbridge trust account in order to extend the amount of time it has available to complete a business combination for an additional three (3) months period, from September 4, 2022 to December 4, 2022. The note does not bear interest and mature upon closing of a business combination by Goldenbridge. In addition, the note may be converted by the holder into units of Goldenbridge identical to the units issued in Goldenbridge’s initial public offering at a price of $10.00 per unit.Procedures

IfDisclosure ~~the~~controls ~~Company~~are ~~does~~procedures ~~not~~that ~~complete~~are ~~a business combination~~designed ~~within~~with ~~12 months from~~ the ~~consummation~~objective of ~~the~~ensuring ~~Public~~that ~~Offering,~~information itrequired ~~will trigger an automatic winding up, dissolution and liquidation pursuant~~ to ~~the~~be ~~terms~~disclosed ofin ~~the~~our ~~amended~~reports ~~and~~filed ~~restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure~~ under the ~~Companies~~Exchange ~~Law. Accordingly~~Act, ~~no vote would be required from the Company’s shareholders to commence~~ such aas ~~voluntary~~this ~~winding up~~report, ~~dissolution and liquidation. However, if the Company anticipates that the Company~~ ~~may~~is ~~not be able to consummate its initial business combination within 12 months~~recorded, ~~the Company may~~processed, ~~but is not obligated to~~summarized, extend the period of time to consummate a business combination three times by an additional three months each time (for a total of up to 21 months to complete a business combination). Pursuant to the terms of the amended and ~~restated~~reported ~~memorandum~~within ~~and articles of association and~~ the ~~trust~~ ~~agreement~~time ~~entered~~period ~~into~~specified ~~between the Company and Continental Stock Transfer & Trust Company, LLC on the effective date of the Registration Statement,~~ in ~~order to extend~~ the ~~time available for the Company to consummate the initial business combination, the Company~~SEC’s ~~insiders~~ orrules ~~their~~and ~~affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $575,000 ($0~~forms.10 ~~per~~Disclosure ~~share), on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing,~~controls ~~unsecured~~are ~~promissory~~also ~~note~~designed ~~equal~~with to the ~~amount~~objective of ~~any~~ensuring ~~such deposit~~ that ~~will~~such ~~not~~information ~~be repaid in the event that the Company~~ is ~~unable~~accumulated toand ~~close a~~communicated ~~business combination unless there are funds available outside the trust account~~ to doour ~~so. Such notes would either be paid upon consummation of the Company’s initial business combination~~management, ~~or,~~including at the ~~lender’s discretion, converted upon consummation of the business~~ ~~combination~~chief ~~into~~executive ~~additional~~officer ~~private~~and ~~units~~chief atfinancial ~~a price of $10.00 per unit. The Company’s shareholders have approved the issuance of the private units upon conversion of such notes~~officer, toas ~~the~~appropriate ~~extent the holder wishes~~ to soallow ~~convert~~timely ~~such~~decisions ~~notes~~regarding atrequired ~~the time of the consummation of the Company’s initial business combination~~disclosure. InOur ~~the event that the Company receives notice from the Company’s insiders five~~management ~~days~~evaluated, ~~prior~~with to the ~~applicable~~participation ~~deadline~~ of ~~their~~our ~~intent~~current tochief ~~effect~~executive anofficer ~~extension,~~and ~~the~~chief ~~Company~~financial ~~intends~~officer to(our ~~issue~~“Certifying ~~a press release announcing such intention at least three days prior to the applicable deadline. In addition~~Officers”), ~~the Company intends to issue a press release the day~~ ~~after~~ the ~~applicable~~effectiveness ~~deadline~~of ~~announcing~~our ~~whether~~disclosure orcontrols ~~not the funds had been timely deposited. The Company’s insiders~~ and ~~their~~procedures ~~affiliates or~~as ~~designees~~of ~~are~~December ~~not obligated to fund the trust account to extend the time for the Company to complete the initial business combination. To the extent that some~~31, ~~but not all~~2022, ofpursuant ~~the Company’s insiders, decide~~ to ~~extend~~Rule ~~the period of time to consummate the Company initial business combination, such insiders~~ 13a-15(~~or their affiliates or designees~~b) ~~may~~under ~~deposit~~ the ~~entire~~Exchange ~~amount required~~Act. ~~If the Company is unable~~ toBased ~~consummate~~upon ~~the~~that ~~Company’s initial business combination within such time period~~evaluation, ~~the~~our ~~Company~~Certifying ~~will,~~Officers asconcluded ~~promptly as possible but not more than ten business days thereafter~~that, ~~redeem~~our ~~100%~~disclosure ofcontrols ~~the Company’s outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account~~ and ~~not~~procedures ~~necessary to~~were ~~pay taxes, and then seek to liquidate and dissolve. However, the Company may~~ not ~~be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders~~effective. ~~In the event of dissolution and liquidation, the public rights will expire and will be worthless.~~

~~Accordingly,~~We ~~the~~do ~~Company may~~ not beexpect ~~able~~that toour ~~obtain~~disclosure ~~additional financing.~~controls Ifand ~~the~~procedures ~~Company~~will isprevent ~~unable~~all toerrors ~~raise~~and ~~additional~~all ~~capital,~~instances itof ~~may~~fraud. beDisclosure ~~required~~controls toand ~~take~~procedures, ~~additional~~no ~~measures~~matter tohow ~~conserve~~well ~~liquidity,~~conceived ~~which could~~and ~~include~~operated, ~~but~~can ~~not~~provide ~~necessarily~~only ~~be limited to~~reasonable, ~~curtailing~~not ~~operations~~absolute, ~~suspending~~assurance that the ~~pursuit~~objectives of athe ~~potential~~disclosure ~~transaction,~~controls and ~~reducing~~procedures ~~overhead expenses~~are met. Further, ~~The~~the ~~Company~~design ~~cannot~~of ~~provide~~disclosure ~~any~~controls ~~assurance~~and procedures must reflect the fact that ~~new~~there ~~financing~~are ~~will~~resource constraints, and the benefits must be ~~available~~considered relative to ittheir oncosts. ~~commercially~~Because ~~acceptable~~of ~~terms,~~the ifinherent at limitations in all. ~~These~~disclosure ~~conditions~~controls ~~raise~~and ~~substantial~~procedures, ~~doubt~~no ~~about~~evaluation of ~~the~~disclosure ~~Company’s~~controls ~~ability~~and toprocedures ~~continue~~can asprovide aabsolute ~~going~~assurance ~~concern~~that ifwe ahave ~~Business~~detected ~~Combination is~~all ~~not~~our ~~consummated~~control bydeficiencies ~~December~~and 4instances of fraud, ~~2022~~if any. ~~These~~The ~~audited~~design ~~consolidated~~of ~~financial~~disclosure ~~statements~~controls doand ~~not~~procedures ~~include~~also ~~any~~is ~~adjustments~~based ~~relating~~partly toon ~~the recovery~~certain ofassumptions about the ~~recorded~~likelihood ~~assets~~of future orevents, ~~the~~and ~~classification~~there ofcan ~~the~~be ~~liabilities~~no assurance that ~~might~~any bedesign ~~necessary~~will ~~should~~succeed ~~the~~in ~~Company~~achieving beits ~~unable~~stated togoals ~~continue as~~under aall ~~going~~potential ~~concern~~future conditions.

~~Off-~~Our internal control over financial reporting did not result in the proper classification of our warrants. Since their issuance on March 4, 2021, our warrants had been accounted for as derivative liabilities within our balance sheet. We evaluated the warrants under Accounting Standards Codification (“ASC”) ~~Sheet~~Subtopic ~~Financing~~815-40, ~~Arrangements~~Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary shares. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary shares if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. As a result, our public warrants shall be classified as equity. After discussion and evaluation with our independent auditors, we have concluded that our public warrants should be presented as component of equity.

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of September 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.26

22In addition, in preparing of the Company’s audited financial statements as of and for the year ended June 30, 2021, the Company concluded it should restate its financial statements to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company restated its previously filed financial statements to classify all ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares of ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

~~Contractual~~As a result, management identified these material ~~Obligations~~weaknesses in our internal control over financial reporting related to the accounting for warrants and ordinary shares subject to possible redemption.

WeTo remediate these material weaknesses, we developed doa ~~not~~remediation ~~have~~plan ~~any~~with ~~long-term~~assistance ~~debt,~~from ~~capital~~our ~~lease~~accounting ~~obligations,~~advisors ~~operating~~and ~~lease~~have ~~obligations~~dedicated orsignificant ~~long-term~~resources ~~liabilities~~and ~~other~~efforts ~~than~~to anthe ~~agreement~~remediation toand ~~pay~~improvement of our ~~Sponsor~~internal acontrol ~~monthly~~over ~~fee~~financial ofreporting. ~~$10,000~~While ~~for~~we ~~general~~have processes to identify and ~~administrative~~appropriately ~~services~~apply applicable accounting requirements, ~~including~~we ~~office~~plan ~~space,~~to ~~utilities~~enhance our system of evaluating and ~~administrative services~~implementing the complex accounting standards that apply to our ~~the~~financial ~~Company~~statements. WeOur ~~began~~plans ~~incurring~~at ~~these~~this ~~fees~~time oninclude ~~June~~providing 1enhanced access to accounting literature, ~~2020~~research materials and ~~will~~documents and ~~continue~~increased tocommunication ~~incur~~among ~~these~~our ~~fees~~personnel ~~monthly~~and ~~until~~third-party ~~the~~professionals ~~earlier~~with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the ~~completion~~intended effects. For a discussion of management’s consideration of the ~~business~~material ~~combination~~weakness identified related to our accounting for a significant and unusual transaction related to the ~~Company’s~~warrants ~~liquidation.~~we ~~Also~~issued in connection with our initial public offering, wesee ~~are~~“Note 11-Restatement ~~committed~~of Previously Issued Financial Statements” to the ~~below:~~accompanying financial statements included in our annual report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on September 30, 2022.

~~Registration~~Changes in Internal Control Over Financial ~~Rights~~Reporting

~~The holders~~During of the ~~Founder~~most ~~Shares,~~recently ~~the~~completed ~~Private~~fiscal ~~Placement~~quarter, there ~~Warrants~~has ~~(and~~been ~~their~~no ~~underlying~~change ~~securities)~~in ~~and~~our ~~the~~internal ~~warrants~~control ~~that~~over ~~may~~financial bereporting ~~issued~~(as ~~upon conversion~~defined ofin ~~the~~Rules ~~Working Capital Loans~~ 13a-15(f) and ~~their underlying securities~~15d-15(f) ~~are~~under ~~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~~Exchange upAct) ~~to two demands~~ that ~~the~~has ~~Company~~materially ~~register~~affected, 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~~is ~~securities)~~reasonably ~~can~~likely ~~elect~~ to ~~exercise~~materially ~~these~~affect, ~~registration~~our ~~rights~~internal atcontrol ~~any~~over ~~time~~financial ~~after the Company consummates a Business Combination. In addition~~reporting, ~~the holders have certain “piggy-back” registration rights with respect to registration statements~~other ~~filed~~than ~~subsequent~~as todescribed ~~the completion of a Business Combination~~above. ~~The Company will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Private~~We continue to perform additional analysis and ~~Warrants~~procedures with respect to accounts impacted by the material weakness in order to conclude that its unaudited financial statements in this Form 10-Q as of and for the fiscal quarter ended December 31, 2022, are fairly presented, in all material respects, in accordance with GAAP.

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.27

~~Deferred Underwriting~~PART ~~Commission~~II ~~and~~- ~~Transaction~~OTHER ~~Fee~~INFORMATION

~~Maxim Group~~ITEM ~~LLC (“Maxim”) was engaged by Goldenbridge to act as its financial advisor in connection with a business combination with a special purpose acquisition company~~1. ~~For~~LEGAL 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 0PROCEEDINGS.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 September 30, 2022, the Unit Purchase Option has not been exercised by Maxim.

~~Right of First Refusal~~None.

~~According to~~ITEM 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 determines1A. ToRISK ~~date, Maxim has not exercised this right of first refusal.~~FACTORS

~~Subject to~~Factors ~~certain~~that ~~conditions,~~could ~~the~~cause ~~Company~~our ~~granted~~actual ~~Maxim,~~results ~~for~~to differ amaterially ~~period~~from ofthose 15in ~~months~~this ~~after~~Quarterly ~~the~~Report ~~date~~are ofany ~~the consummation~~ of the ~~business~~risks ~~combination, a~~described ~~right~~in ofour ~~first~~annual ~~refusal~~report toon ~~act~~Form as10-K ~~lead~~for ~~underwriters~~the orfiscal year ~~minimally~~ended asJune ~~a co-manager~~30, ~~with~~2022 atfiled ~~least~~with ~~30%~~the ofSEC ~~the~~on ~~economics;~~September or30, ~~in the case of a three-handed deal~~2022, ~~30%~~in ofaddition to the ~~economics,~~factors ~~for~~as ~~any~~described ~~and~~below. ~~all~~Any ~~future~~of ~~public~~these ~~and~~factors could ~~private~~result ~~equity~~in ~~and~~a ~~debt~~significant ~~offerings.~~or Inmaterial ~~accordance~~adverse ~~with FINRA~~effect ~~Rule~~on ~~5110(f)(2)(E)(i),~~our ~~such~~results ~~right~~ of ~~first~~operations ~~refusal~~or ~~shall~~financial ~~not~~condition. ~~have~~Additional arisk ~~duration~~factors not ofpresently ~~more~~known ~~than~~to ~~three~~us ~~years~~or ~~from~~that ~~the~~we ~~effective~~currently ~~date~~deem ~~of the~~immaterial ~~registration~~may ~~statement~~also ofimpair ~~which~~our ~~this~~business ~~prospectus~~or ~~forms~~results aof ~~part~~operations.

23 The SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential initial business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete an initial business combination and may make it more difficult to complete an initial business combination. The need for compliance with the SPAC Rule Proposals (as defined below) may cause us to liquidate the funds in the trust account or liquidate the Company at an earlier time than we might otherwise choose.

~~Critical~~On March 30, 2022, the ~~Accounting~~SEC ~~Policies~~issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures in SEC filings in connection with an initial business combination transactions involving SPACs and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed initial business combination transactions; the potential liability of certain participants in proposed initial business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been adopted and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs.

~~The preparation~~Certain of ~~unaudited~~the ~~condensed~~procedures that ~~consolidated~~we, ~~financial~~a ~~statements~~potential ~~and~~initial ~~related~~business ~~disclosures~~combination intarget, ~~conformity~~or ~~with~~others ~~accounting~~may ~~principles generally~~determine ~~accepted~~to undertake in connection with the ~~United~~SPAC ~~States~~Rule ofProposals, or ~~America~~pursuant ~~(“GAAP”)~~to ~~requires~~the ~~management~~SEC’s toviews ~~make~~expressed ~~estimates~~in ~~and~~the ~~assumptions~~SPAC ~~that~~Rule ~~affect~~ Proposals, may increase the ~~reported~~costs ~~amounts~~and time of ~~assets~~negotiating and ~~liabilities~~completing an initial business combination, ~~disclosure~~and ofmay ~~contingent~~make ~~assets~~it ~~and~~more ~~liabilities~~difficult atto ~~the~~complete ~~date~~an ofinitial ~~the~~business ~~financial~~combination. ~~statements,~~The need for compliance ~~and~~with ~~income~~the ~~and~~SPAC ~~expenses~~Rule ~~during~~Proposals ~~the~~may ~~periods~~cause ~~reported.~~us ~~Actual~~to ~~results~~liquidate ~~could~~the ~~materially~~funds ~~differ~~in ~~from~~the ~~those~~trust ~~estimates.~~account ~~The~~or liquidate the Company ~~has~~at ~~not identified~~an ~~any~~earlier ~~significant~~time ~~accounting~~than we ~~policies~~might otherwise choose.

~~Warrants~~If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate an initial business combination and liquidate the Company.

The ~~Company~~ ~~accounts~~SPAC ~~for~~Rule ~~warrants~~Proposals asrelate, among ~~either~~other ~~equity-classified~~matters, orto ~~liability-classified~~the ~~instruments~~circumstances ~~based~~in onwhich anSPACs ~~assessment~~such ofas the ~~warrant’s specific~~Company ~~terms~~could ~~and~~potentially ~~applicable~~be ~~authoritative~~subject ~~guidance~~to inthe ~~Financial~~Investment ~~Accounting~~Company ~~Standards~~Act and ~~Board~~the ~~(“FASB”)~~regulations ~~Accounting~~thereunder. ~~Standards Codification~~The ~~(“ASC”)~~SPAC ~~480,~~Rule ~~Distinguishing~~Proposals ~~Liabilities~~would ~~from~~provide ~~Equity~~a ~~(“ASC~~safe ~~480”)~~harbor ~~and~~for ~~ASC~~such ~~815,~~companies ~~Derivatives and~~from ~~Hedging~~the ~~(“ASC~~definition ~~815~~of “investment company”). ~~The~~under ~~assessment~~Section 3(a)(1)(A) of ~~considers~~the ~~whether~~Investment ~~the~~Company ~~warrants~~Act, ~~are~~provided ~~freestanding~~that ~~financial~~a ~~instruments~~SPAC ~~pursuant to~~satisfies ~~ASC~~certain ~~480~~criteria, ~~meet~~including a ~~the~~limited ~~definition~~time ofperiod ato ~~liability~~announce ~~pursuant~~and tocomplete ~~ASC~~a ~~480~~de-SPAC transaction. Specifically, ~~and~~to ~~whether~~comply with the ~~warrants~~safe ~~meet~~harbor, ~~all of~~ the ~~requirements~~SPAC ~~for equity~~Rule ~~classification~~Proposals ~~under~~would ~~ASC~~require ~~815,~~a ~~including~~company ~~whether~~to ~~the~~file ~~warrants~~a ~~are~~report ~~indexed~~on toForm 8-K announcing ~~the~~that ~~Company’s~~it ~~own~~has ~~ordinary~~entered ~~shares~~into ~~and~~an ~~whether~~agreement ~~the~~with ~~warrant~~a target ~~holders~~company ~~could~~for ~~potentially~~an ~~require~~initial ~~“net~~business ~~cash~~combination ~~settlement”~~no inlater athan ~~circumstance~~18 months ~~outside~~after of the ~~Company’s~~effective ~~control,~~date ~~among~~of ~~other conditions~~its registration statement for ~~equity~~its IPO ~~classification.~~(the ~~This~~“IPO ~~assessment,~~Registration ~~which~~Statement”). ~~requires~~The ~~the~~company ~~use~~would ofthen ~~professional~~be ~~judgment,~~required isto ~~conducted~~complete atits ~~the~~initial ~~time~~business ofcombination ~~warrant~~no ~~issuance~~later ~~and~~than as24 months ofafter ~~each~~the ~~subsequent~~effective ~~quarterly period end~~ date ~~while~~of the ~~warrants~~IPO ~~are~~Registration ~~outstanding~~Statement.

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.28

~~Ordinary~~Because the SPAC Rule Proposals ~~Shares~~have ~~Subject~~not Toyet ~~Possible~~been ~~Redemption~~adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that may not complete its initial business combination within 24 months after the effective date of the IPO Registration Statement. We have entered into a definitive initial business combination agreement within 18 months after the effective date of our IPO Registration Statement and do not expect to complete our initial business combination within 24 months of such date. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.

~~The~~If we are deemed to be an ~~Company~~investment ~~accounts~~company ~~for~~under ~~its~~the ~~ordinary~~Investment ~~shares~~Company ~~subject~~Act, toour ~~possible~~activities ~~redemption~~would inbe ~~accordance~~severely ~~with~~restricted. ~~the~~In ~~guidance~~addition, inwe ~~ASC~~would ~~Topic~~be ~~480~~subject ~~Distinguishing~~to ~~Liabilities~~burdensome ~~from~~compliance ~~Equity~~requirements. ~~Ordinary~~We ~~share~~do ~~subject~~not tobelieve ~~mandatory~~that ~~redemption~~our ~~(if~~principal ~~any)~~activities iswill ~~classified~~subject asus ato ~~liability~~regulation ~~instrument~~as ~~and~~an isinvestment ~~measured~~company atunder ~~fair~~the ~~value~~Investment Company Act. ~~Conditionally~~However, ~~redeemable~~if ~~ordinary~~we ~~shares~~are ~~(including~~deemed ~~ordinary~~to ~~shares~~be ~~that~~an ~~feature~~investment ~~redemption~~company ~~rights~~and ~~that~~subject ~~are~~to ~~either~~compliance ~~within~~with and regulation under the ~~control~~Investment ofCompany ~~the~~Act, ~~holder~~we orwould be subject to ~~redemption~~additional ~~upon~~regulatory ~~the~~burdens ~~occurrence~~and ofexpenses ~~uncertain~~for ~~events~~which we have not ~~solely~~allotted ~~within~~funds. As ~~the~~a ~~Company’s~~result, ~~control)~~ unless we are ~~classified~~able asto ~~temporary~~modify ~~equity.~~our Atactivities ~~all~~so ~~other~~that ~~times,~~we ~~ordinary~~would ~~shares~~not ~~are~~be ~~classified~~deemed asan ~~shareholders’~~investment ~~equity.~~company, ~~The~~we ~~Company’s~~would expect to abandon ~~ordinary~~our ~~shares~~efforts ~~feature~~to ~~certain~~complete ~~redemption~~an ~~rights~~initial ~~that~~business ~~are~~combination ~~considered~~and instead to beliquidate ~~outside~~the ofCompany. If we are required to liquidate the Company’s, our ~~control~~investors ~~and~~would ~~subject~~not be able to ~~occurrence~~realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of ~~uncertain~~our ~~future~~shares ~~events~~and warrants following such a transaction, and our warrants would expire worthless.

~~Net~~To mitigate the risk that we might be deemed ~~Loss~~to ~~Per~~be ~~Share~~an investment company for purposes of the Investment Company Act, we expect to instruct the trustee to liquidate the securities held in the trust account on or around October 28, 2022, and instead to hold the funds in the trust account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the trust account, we would likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

The funds in the trust account ~~Company~~have, ~~calculates~~since ~~net~~our ~~loss~~IPO, ~~per~~been ~~share~~held only in ~~accordance with~~U.S. ~~ASC~~government ~~Topic~~treasury ~~260,~~obligations ~~Earnings~~with ~~per~~a ~~Share.~~maturity ~~Basic~~of ~~loss~~185 days ~~per~~or ~~share~~less isor ~~computed~~in bymoney ~~dividing~~market ~~the~~funds ~~net~~investing ~~loss~~solely byin ~~the~~U.S. government ~~weighted-average~~treasury ~~number~~obligations ofand ~~ordinary~~meeting ~~shares~~certain ~~outstanding~~conditions ~~during~~under Rule 2a-7 under the ~~period,~~Investment ~~excluding~~Company ~~ordinary~~Act. ~~shares~~However, ~~subject~~ to ~~possible~~mitigate ~~redemption.~~the ~~Diluted~~risk ~~loss~~of ~~per~~us ~~share~~being isdeemed ~~computed~~to bybe ~~dividing~~an ~~net~~unregistered ~~loss~~investment bycompany (including under the ~~weighted~~subjective ~~average~~test ~~number~~of Section 3(a)(1)(A) of ~~ordinary~~the ~~shares~~Investment ~~outstanding, plus~~Company Act) and thus subject to regulation under the ~~extent~~Investment Company ~~dilutive~~Act, ~~the~~we ~~incremental~~have ~~number~~instructed ofContinental ~~ordinary~~Stock ~~shares~~Transfer & toTrust ~~settle~~Company, ~~rights~~the ~~and~~trustee ~~other~~with ~~ordinary~~respect ~~share~~to ~~equivalents~~the ~~(currently none~~trust ~~outstanding)~~account, asto liquidate ~~calculated using~~ the U.S. government treasury ~~stock~~obligations ~~method.~~or ~~Ordinary~~money ~~shares~~market ~~subject~~funds toheld ~~possible~~in ~~redemption~~the attrust ~~September~~account ~~30,~~in October 2022 , and ~~2021,~~thereafter to ~~which~~hold ~~are~~all ~~not~~funds ~~currently~~in ~~redeemable~~the ~~and~~trust ~~are~~account ~~not~~in ~~redeemable~~cash atuntil ~~fair~~the ~~value,~~earlier ~~have~~of ~~been~~consummation ~~excluded~~of ~~from~~our ~~the~~initial ~~calculation~~business ofcombination ~~basic~~or ~~and~~liquidation of ~~diluted~~the ~~loss~~Company. ~~per~~Following ~~share~~such ~~since~~liquidation, ~~such~~we ~~shares~~would likely receive minimal interest, if ~~redeemed~~any, ~~only~~on ~~participate~~the funds held in ~~their~~the ~~pro~~trust ~~rata~~account. ~~share~~However, interest ofpreviously earned on the ~~Trust~~funds ~~Account~~held ~~earnings.~~in ~~The~~the ~~Company has~~trust ~~not~~account ~~considered~~still ~~the~~may ~~effect~~be ofreleased ~~rights~~to ~~that~~us ~~convert~~to ~~into~~pay ~~287~~our taxes,~~500~~ ~~ordinary~~if ~~shares~~any, inand ~~the~~certain ~~unit~~other expenses ~~purchase~~as ~~option~~permitted. ~~sold~~As a result, any decision to liquidate the ~~underwriter,~~ securities held in the ~~calculation~~trust ofaccount ~~diluted~~and ~~loss~~thereafter ~~per~~to ~~share,~~hold ~~since~~all funds in the ~~conversion~~trust ofaccount in cash would reduce the ~~rights~~dollar ~~into~~amount ~~ordinary~~our ~~shares~~public shareholders would bereceive ~~anti-dilutive~~upon any redemption or liquidation of the Company.

~~ITEM~~In addition, even prior to 3the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The ~~QUANTITATIVE~~longer ~~AND~~that ~~QUALITATIVE~~the ~~DISCLOSURES~~funds ~~ABOUT~~in ~~MARKET~~the ~~RISK~~trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time, even prior to the 24-month anniversary, and instead hold all funds in the trust account in cash, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

As of September 30, 2022, we were not subject to any market or interest rate risk. The net proceeds of the IPO held in the trust account have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.29

24We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

~~ITEM~~Our sponsor, Cross Wealth 4Investment Holding Limited, is a British Virgin Islands company (the “Sponsor”), which is controlled by our director, Jining Li, who is a Hong Kong national. ~~CONTROLS~~We ~~AND~~are ~~PROCEDURES~~therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as our Sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

~~Evaluation~~ Moreover, the process of government ~~Disclosure~~review, ~~Controls~~whether by the CFIUS or otherwise, could be lengthy and ~~Procedures~~we have limited time to complete our initial business combination. If we cannot complete our initial business combination by December 4, 2022 (or up to September 4, 2023 if the Charter Amendment Proposal is approved by the shareholders) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive approximately $10.3659 per share, and our warrants and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

~~Disclosure controls~~ITEM are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms2. ~~Disclosure~~UNREGISTERED ~~controls~~SALES ~~are~~OF ~~also~~EQUITY ~~designed~~SECURITIES ~~with~~AND ~~the~~USE ~~objective~~OF of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosurePROCEEDS. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, our disclosure controls and procedures were not effective.

WeOn doMarch ~~not~~4, 2021, the Company consummated its ~~expect~~initial ~~that~~public ~~our~~offering ~~disclosure~~of ~~controls~~5,000,000 ~~and~~Units. ~~procedures~~Subsequently, ~~will~~on ~~prevent~~March ~~all~~9, ~~errors~~2021, ~~and~~the ~~all~~underwriters ~~instances~~exercised ofthe ~~fraud.~~option ~~Disclosure~~in ~~controls~~full ~~and~~of ~~procedures~~750,000 nounits. ~~matter~~Each ~~how~~Unit ~~well~~consists ~~conceived~~of ~~and~~one ~~operated,~~ordinary ~~can~~share ~~provide~~of ~~only~~the ~~reasonable~~Company, ~~not~~no ~~absolute,~~par ~~assurance~~value ~~that~~per share (the ~~objectives~~“Public ofShares”), ~~the~~one ~~disclosure~~right (the ~~controls~~“Public Rights”) and ~~procedures~~one ~~are~~redeemable ~~met.~~warrant ~~Further,~~ (the ~~design~~“Public ofWarrants”). ~~disclosure~~Each ~~controls~~Public ~~and~~Right ~~procedures~~entitles ~~must reflect~~ the ~~fact~~holder ~~that~~to receive ~~there~~one-tenth ~~are~~(1/10) ~~resource constraints,~~of ~~and~~an ~~the~~ordinary ~~benefits~~share ~~must~~upon beconsummation ~~considered~~of ~~relative~~an toinitial ~~their~~Business ~~costs~~Combination. ~~Because~~The ofUnits ~~the~~were ~~inherent~~sold ~~limitations~~at inan ~~all~~offering price ~~disclosure~~of ~~controls and~~$10.00 ~~procedures~~per Unit, nogenerating ~~evaluation~~gross proceeds of ~~disclosure~~$57,500,000. ~~controls~~Simultaneously ~~and~~with ~~procedures~~the ~~can~~closing ~~provide~~of ~~absolute~~the ~~assurance~~initial ~~that~~public weoffering, ~~have~~the Company ~~detected~~consummated ~~all~~the ~~our~~private ~~control deficiencies~~placement ~~and~~(“Private ~~instances~~Placement”) of ~~fraud~~350,000 ifunits ~~any.~~(the ~~The~~“Private ~~design~~Units”) at a price of ~~disclosure~~$10.00 ~~controls~~per ~~and~~Private ~~procedures~~Unit, ~~also~~generating istotal ~~based~~proceeds ~~partly~~of on$3,500,000. ~~certain~~The ~~assumptions about~~net proceeds from the ~~likelihood~~sale of ~~future~~Units ~~events,~~in ~~and~~the ~~there~~initial ~~can~~public beoffering (including nothe ~~assurance~~over-allotment ~~that~~option ~~any~~units) ~~design~~and ~~will~~the ~~succeed~~Private Placement were placed in ~~achieving~~a ~~its~~trust ~~stated~~account ~~goals~~established ~~under all~~for ~~potential~~the ~~future~~benefit ~~conditions~~of the Company’s public shareholders.

~~Our~~The ~~internal~~Private ~~control~~Units ~~over~~are ~~financial~~identical ~~reporting did~~to ~~not~~the ~~result~~units sold in the ~~proper~~initial ~~classification~~public ofoffering, ~~our~~except that the warrants. ~~Since~~included ~~their~~in ~~issuance~~the Private Units will be non-redeemable and may be exercised on ~~March~~a 4cashless basis. Our Sponsor, ~~2021~~which purchased all of the Private Units, ~~our~~agreed ~~warrants~~(A) ~~had~~to ~~been~~vote ~~accounted~~the ~~for~~private shares underlying the Private asUnits ~~derivative~~(the ~~liabilities~~“Private ~~within~~Shares”) ~~our~~and ~~balance~~any ~~sheet.~~public Weshares ~~evaluated~~acquired ~~the~~by ~~warrants~~it ~~under~~in ~~Accounting~~favor ~~Standards~~of ~~Codification~~any proposed business combination, (~~“ASC”~~B) not ~~Subtopic~~to ~~815-40~~propose, ~~Contracts~~or vote in ~~Entity’s~~favor ~~Own~~of, ~~Equity.~~an ~~ASC~~amendment ~~Section~~to ~~815-40-15~~our ~~addresses~~amended ~~equity~~and ~~versus~~restated ~~liability~~memorandum ~~treatment~~ and ~~classification~~ articles of ~~equity-linked~~association ~~financial~~that ~~instruments,~~would ~~including~~stop ~~warrants,~~our public ~~and~~shareholders ~~states~~from ~~that~~converting aor ~~warrant~~selling ~~may~~their beshares ~~classified~~to asus in connection with a ~~component~~business ofcombination ~~equity~~or ~~only~~affect the substance or timing of our obligation to redeem 100% of our public shares if, ~~among~~we ~~other~~do ~~things,~~not complete a business combination within 12 months from the ~~warrant~~closing of isthe ~~indexed~~public tooffering (or 30 months, as applicable) unless we provide dissenting public shareholders with the ~~issuer’s~~opportunity ~~ordinary~~to convert their public shares. ~~Under~~in ~~ASC~~connection ~~Section~~with ~~815-40-15,~~any asuch ~~warrant~~vote, is(C) not ~~indexed~~ to ~~the~~convert ~~issuer’s~~any ~~ordinary~~private shares iffor cash from the ~~terms~~trust ofaccount ~~the~~in ~~warrant~~connection with ~~require~~a anshareholder ~~adjustment~~vote to ~~the~~approve ~~exercise~~our ~~price~~proposed ~~upon~~initial business combination or a ~~specified~~vote ~~event~~to amend the provisions of our amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity and (D) that ~~event~~the private shares shall not participate in any liquidating distribution upon winding up if a business combination is not anconsummated ~~input~~Additionally, our Sponsor agreed not to ~~the~~transfer, ~~fair~~assign ~~value~~or sell any of the ~~warrant.~~private Asunits aor ~~result,~~underlying ~~our~~securities ~~public~~(except ~~warrants~~to ~~shall~~the besame ~~classified~~permitted transferees as ~~equity.~~the ~~After~~insider ~~discussion~~ shares and ~~evaluation~~provided ~~with~~the ~~our~~transferees ~~independent~~agree ~~auditors,~~to wethe ~~have~~same ~~concluded~~terms ~~that~~and ~~our~~restrictions ~~public~~as ~~warrants~~the ~~should~~permitted betransferees ~~presented~~of the insider shares must agree to, each as ~~component~~described above) until the completion of ~~equity~~our initial business combination.

~~In addition, in preparing of the Company’s audited financial statements as of and for the year ended June~~ 30, 2021, the Company concluded it should restate its financial statements to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company restated its previously filed financial statements to classify all ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares of ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

AsA atotal ~~result~~of $57,500,000 ~~management~~of ~~identified~~the ~~these~~net ~~material~~proceeds from ~~weaknesses~~the insale ~~our~~of ~~internal~~Units ~~control~~in ~~over~~the ~~financial~~initial ~~reporting~~public ~~related~~offering to(including the ~~accounting~~over-allotment) ~~for~~on ~~warrants~~March 4, 2021 and ~~ordinary~~March ~~shares~~11, ~~subject~~2021, towere ~~possible~~placed in a ~~redemption~~trust account established for the benefit of the Company’s public shareholders.

ToWe ~~remediate~~paid ~~these~~a ~~material~~total ~~weaknesses~~of $1,437,500 wein ~~developed~~underwriting adiscounts ~~remediation plan with assistance from our accounting advisors~~ and ~~have~~commissions ~~dedicated~~(not ~~significant~~including ~~resources and efforts to~~ the ~~remediation and improvement of our internal control over financial reporting~~3.5% ~~While~~deferred weunderwriting ~~have~~commission ~~processes~~payable toat ~~identify~~the ~~and~~consummation ~~appropriately apply applicable accounting requirements, we plan to enhance our system~~ of ~~evaluating~~initial ~~and~~business ~~implementing the complex accounting standards that apply to~~combination) ~~our~~and ~~financial~~approximately ~~statements. Our plans at this time include providing enhanced access to accounting literature~~$399,694 ~~research~~for ~~materials~~other ~~and~~costs ~~documents~~ and ~~increased~~expenses communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of management’s consideration of the material weakness identified related to our ~~accounting for~~formation ~~a significant~~ and ~~unusual transaction related to~~ the ~~warrants we issued in connection with our~~ initial public offering, see “Note 11—Restatement of Previously Issued Financial Statements” to the accompanying financial statements included in our annual report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on September 30, 2022.

~~Changes in~~ITEM ~~Internal~~3. ~~Control~~DEFAULTS ~~Over~~UPON ~~Financial~~SENIOR ~~Reporting~~SECURITIES.

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, other than as described aboveNone.

WeITEM ~~continue~~4. toMINE ~~perform~~SAFETY additional analysis and procedures with respect to accounts impacted by the material weakness in order to conclude that its unaudited financial statements in this Form 10-Q as of and for the fiscal quarter ended September 30, 2022, are fairly presented, in all material respects, in accordance with GAAPDISCLOSURES.

25Not applicable.

~~PART II~~ITEM -5. OTHER INFORMATION.

~~ITEM 1~~None. ~~LEGAL PROCEEDINGS.~~

~~None.~~31

ITEM 1A 6. ~~RISK FACTORS~~EXHIBITS.

~~Factors that~~The ~~could~~following ~~cause~~exhibits ~~our~~are ~~actual~~filed ~~results~~as topart ~~differ~~of, or ~~materially~~incorporated ~~from~~by ~~those~~reference ininto, this Quarterly Report ~~are any of the risks described in our annual report~~ on Form 10-~~K for the fiscal year ended June 30, 2022 filed with the SEC on September 30, 2022~~Q. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**		Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~On March~~* 4,Filed ~~2021, the Company consummated its initial public offering of 5,000,000 Units~~herewith. ~~Subsequently,~~** ~~on March 9, 2021, the underwriters exercised the option in full of 750,000 units~~Furnished. Each Unit consists of one ordinary share of the Company, no par value per share (the “Public Shares”), one right (the “Public Rights”) and one redeemable warrant (the “Public Warrants”). Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation of an initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $57,500,000. Simultaneously with the closing of the initial public offering, the Company consummated the private placement (“Private Placement”) of 350,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $3,500,000. The net proceeds from the sale of Units in the initial public offering (including the over-allotment option units) and the Private Placement were placed in a trust account established for the benefit of the Company’s public shareholders.

The Private Units are identical to the units sold in the initial public offering, except that the warrants included in the Private Units will be non-redeemable and may be exercised on a cashless basis. Our Sponsor, which purchased all of the Private Units, agreed (A) to vote the private shares underlying the Private Units (the “Private Shares”) and any public shares acquired by it in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our amended and restated memorandum and articles of association that would stop our public shareholders from converting or selling their shares to us in connection with a business combination or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination within 12 months from the closing of the public offering (or 21 months, as applicable) unless we provide dissenting public shareholders with the opportunity to convert their public shares in connection with any such vote, (C) not to convert any private shares for cash from the trust account in connection with a shareholder vote to approve our proposed initial business combination or a vote to amend the provisions of our amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity and (D) that the private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated Additionally, our Sponsor agreed not to transfer, assign or sell any of the private units or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described above) until the completion of our initial business combination.32

A total of $57,500,000 of the net proceeds from the sale of Units in the initial public offering (including the over-allotment) on March 4, 2021 and March 11, 2021, were placed in a trust account established for the benefit of the Company’s public shareholders.SIGNATURES

~~We paid~~Pursuant ato ~~total of $1,437,500 in underwriting discounts and commissions (not including~~ the ~~3.5%~~requirements ~~deferred~~of ~~underwriting~~Securities ~~commission payable~~Exchange atAct ~~the consummation~~ of ~~initial~~1934, ~~business~~the ~~combination)~~registrant ~~and~~has ~~approximately~~duly ~~$399,694~~caused ~~for~~this ~~other~~report ~~costs~~to ~~and~~be ~~expenses~~signed ~~related~~on toits ~~our~~behalf ~~formation and~~by the ~~initial~~undersigned, ~~public~~thereunto ~~offering~~duly authorized.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

	GOLDENBRIDGE ACQUISITION LIMITED

Date: February 16, 2023		/s/ Yongsheng Liu
	Name:	Yongsheng Liu
	Title:	Chief Executive Officer and Chief Financial Officer

~~None.~~33

~~ITEM~~ 4 00-0000000 Unlimited Unlimited 5314741 5532370 5750000 5750000 0.03 0.05 0.06 0.18 1816250 1816250 1816250 1816250 0.03 0.03 0.05 0.06 0.03 0.03 0.03 0.05 0.05 0.06 0.06 0.18 included ~~MINE~~in ~~SAFETY~~cash ~~DISCLOSURES~~and investments held in trust account on the Company’s condensed consolidated balance sheet. false --06-30 Q2 2023 0001822792 0001822792 2022-07-01 2022-12-31 0001822792 2023-02-16 0001822792 2022-12-31 0001822792 2022-06-30 0001822792 2021-07-01 2022-06-30 0001822792 2022-10-01 2022-12-31 0001822792 2021-10-01 2021-12-31 0001822792 2021-07-01 2021-12-31 0001822792 gbrg:OrdinarySharesSubjectToPossibleRedemptionMember 2022-10-01 2022-12-31 0001822792 gbrg:OrdinarySharesSubjectToPossibleRedemptionMember 2021-10-01 2021-12-31 0001822792 gbrg:OrdinarySharesSubjectToPossibleRedemptionMember 2022-07-01 2022-12-31 0001822792 gbrg:OrdinarySharesSubjectToPossibleRedemptionMember 2021-07-01 2021-12-31 0001822792 gbrg:GoldenbridgeAcquisitionLimitedMember 2022-10-01 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Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**		Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith. ** Furnished.

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLDENBRIDGE ACQUISITION LIMITED
Date: November 16, 2022		/s/ Yongsheng Liu
	Name:	Yongsheng Liu
	Title:	Chief Executive Officer

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Filing Compare · Goldenbridge Acquisition Ltd