United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~March~~April 714, 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 35.0107. ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On ~~March~~April 714, 2023, Goldenbridge Acquisition ~~Limited~~ Limited (“GBRG” or the “Company”) ~~received~~convened aits ~~written~~extraordinary ~~notice~~general meeting of shareholders (the “~~Notice~~Extraordinary General Meeting”), ~~from~~at ~~the~~which ~~Nasdaq~~holders ~~Listing~~of ~~Qualifications~~3,059,941 ~~Department~~ordinary shares of ~~The~~ ~~Nasdaq~~GBRG ~~Stock Market~~ (the “~~Nasdaq~~Ordinary Shares”) ~~indicating~~were ~~that~~present ~~the~~in ~~Company~~person or ~~was~~by ~~not~~proxy, inrepresenting ~~compliance~~85.91% ~~with~~of ~~Listing~~the ~~Rule~~Ordinary ~~5550(a)(3),~~Shares ~~which~~issued ~~requires the~~and ~~Company~~outstanding and entitled to ~~have~~vote at ~~least~~the ~~300~~Extraordinary ~~public~~General ~~holders~~Meeting as ~~for~~of ~~continued~~March ~~listing~~24, on2023, the ~~Nasdaq~~record ~~Capital~~date ~~Market~~for (the ~~“Minimum~~Extraordinary ~~Public~~General ~~Holders Rule”).~~Meeting, and constituting a quorum for the transaction of business. The ~~Notice~~proposals islisted ~~only~~below aare ~~notification~~described in more detail in the definitive proxy of ~~deficiency~~GBRG, ~~not~~which ofwas ~~imminent~~filed ~~delisting,~~with ~~and~~the ~~has~~Securities noand ~~current~~Exchange Commission ~~effect~~(the “SEC”) on March 30, 2023 (the ~~listing~~“Proxy ~~or trading~~Statement”), ofwhich was first mailed by the Company’s ~~securities~~to its shareholders on ~~Nasdaq~~or ~~Capital~~about ~~Market~~March 30, 2023.

The ~~Notice~~shareholders ~~states~~approved ~~that~~ the ~~Company has 45 calendar~~Reincorporation ~~days~~Merger toProposal, ~~submit a plan to regain compliance with~~ the ~~Minimum~~Acquisition ~~Public Holders Rule. If the Company is unable to regain compliance by that date~~Proposal, the ~~Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. If~~ Nasdaq ~~accepts Company’s plan~~Proposal, ~~Nasdaq may grant~~ the ~~Company~~Pre-Merger anCharter ~~extension~~Amendment ~~of 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~~Proposal, ~~the~~and ~~Company will have~~ the ~~opportunity~~PubCo toCharter ~~appeal the decision in front of a Nasdaq Hearings Panel~~Proposal.

1A summary of the voting results at the Extraordinary General Meeting is set forth below:

~~SIGNATURES~~1. Proposal No. 1 — The Reincorporation Merger Proposal

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.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
3,030,295		29,646		0		0

Dated: March 9, 2023	Goldenbridge Acquisition Limited
	By:	/s/ Yongsheng Liu
	Name:	Yongsheng Liu
	Title:	Chief Executive Officer

Proposal No. 2 — The Acquisition Merger Proposal

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
3,030,295		29,646		0		0

Proposal No. 3 — The Nasdaq Proposal

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
3,030,285		29,656		0		0

Proposal No. 4 — The Pre-Merger Charter Amendment Proposal

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
3,030,295		29,646		0		0

Proposal No. 5 — The PubCo Charter Proposal

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
3,030,295		29,646		0		0

The Company plans to close the business combination as described in the Proxy Statement as soon as possible and will continue to accept reversal of redemption requests until closing.

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: April 14, 2023

GOLDENBRIDGE ACQUISITION LIMITED

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

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