United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~February~~March 277, 2023

Date of Report (Date of earliest event reported)

Goldenbridge Acquisition Limited

(Exact Name of Registrant as Specified in its Charter)

British Virgin Islands

001-40132

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(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)

Registrant’s telephone number, including area code: (86) 186-0217-2929

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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 an Ordinary Share	GBRGU	NASDAQ Capital Market
Ordinary Shares	GBRG	NASDAQ Capital Market
Warrants	GBRGW	NASDAQ Capital Market
Rights	GBRGR	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On March 7, 2023, Goldenbridge Acquisition Limited (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The ~~disclosure~~Nasdaq ~~contained~~Stock Market (“Nasdaq”) indicating that the Company was not in ~~Item~~compliance 2with Listing Rule 5550(a)(3), which requires the Company to have at least 300 public holders for continued listing on the Nasdaq Capital Market (the “Minimum Public Holders Rule”).03 The Notice is ~~incorporated~~only bya ~~reference~~notification of deficiency, not of imminent delisting, and has no current effect on the listing or intrading ~~this~~of ~~Item~~the 1Company’s securities on Nasdaq Capital Market.01

~~Item~~The 2Notice states that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule.03 ~~Creation~~If ofthe Company is unable to regain compliance by that date, the Company intends to submit a ~~Direct~~plan ~~Financial~~to ~~Obligation~~regain orcompliance anwith ~~Obligation~~the ~~under~~Minimum Public Holders Rule within the required timeframe. If Nasdaq accepts Company’s plan, Nasdaq may grant the Company an ~~Off-Balance~~extension ~~Sheet~~of ~~Arrangement~~up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a ~~Registrant~~Nasdaq Hearings Panel.

On February 27, 2023, Goldenbridge Acquisition Limited (the “Company”) issued one unsecured promissory note in an amount of $174,561.30, to Auto Services Group Limited (“SunCar”), in exchange for SunCar depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. The Note does not bear interest and mature upon closing of a business combination by the Company. In addition, the note may be converted by the holder 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.1

~~Item 8.01 Other Events~~SIGNATURES

~~The~~Pursuant to ~~Company~~the ~~issued~~requirements of the ~~press~~Securities ~~release~~Exchange ~~filed~~Act ~~herewith~~of on1934, ~~February~~the ~~27, 2023.~~Registrant ~~The~~has ~~materials~~duly ~~attached~~caused asthis ~~Exhibit~~report ~~99.1~~to ~~are~~be ~~incorporated~~signed on its behalf by ~~reference~~the undersigned ~~herein~~hereunto duly authorized.

Item 9.01. Financial Statements and Exhibits.

Dated: March 9, 2023	Goldenbridge Acquisition Limited

	By:	/s/ Yongsheng Liu
	Name:	Yongsheng Liu
	Title:	Chief Executive Officer

Exhibit No.		Description
99.1		Press Release dated February 27, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Dated: February 27, 2023

GOLDENBRIDGE ACQUISITION LIMITED

By: /s/ Yongsheng Liu Name: Yongsheng Liu Title: Chief Executive Officer

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