~~United~~UNITED ~~States~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

to Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~May ~~Exchange~~12, ~~Act of 1934~~ 2023

April 14, 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		Nn/Aa
(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		Nn/Aa
(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~~Securities ~~5.07.~~registered ~~Submission~~pursuant ~~of Matters~~ to aSection ~~Vote~~12(b) of ~~Security~~the ~~Holders.~~Act:

On April 14, 2023, Goldenbridge Acquisition Limited (“GBRG” or the “Company”) convened its extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 3,059,941 ordinary shares of GBRG (the “Ordinary Shares”) were present in person or by proxy, representing 85.91% of the Ordinary Shares issued and outstanding and entitled to vote at the Extraordinary General Meeting as of March 24, 2023, the record date for the Extraordinary General Meeting, and constituting a quorum for the transaction of business. The proposals listed below are described in more detail in the definitive proxy of GBRG, which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2023 (the “Proxy Statement”), which was first mailed by the Company to its shareholders on or about March 30, 2023.

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

~~The~~Item ~~shareholders~~7.01 ~~approved~~Regulation ~~the~~FD ~~Reincorporation Merger Proposal, the Acquisition Proposal, the Nasdaq Proposal, the Pre-Merger Charter Amendment Proposal, and the PubCo Charter Proposal~~Disclosure.

AAs ~~summary~~previously disclosed, on May 23, 2022, Goldenbridge Acquisition Limited, a British Virgin Islands business company (“Goldenbridge”), SunCar Technology Group Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Goldenbridge (“PubCo”), SunCar Technology Global Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo, Auto Services Group Limited, a Cayman Islands exempted company (“SunCar”), the ~~voting~~principal ~~results~~shareholders atof SunCar, and Ye Zaichang, as representative of the ~~Extraordinary~~Principal Shareholders, ~~General~~entered ~~Meeting~~into isan ~~set~~Agreement ~~forth~~and ~~below:~~Plan of Merger (the “Agreement”). The Agreement and related transactions were subsequently approved at a meeting of Goldenbridge’s shareholders held on April 14, 2023.

1Pages 105-106 of the proxy statement delivered to Goldenbridge’s shareholders included information about projections for SunCar for the years ending December 31, 2022 through December 31, 2026. ~~Proposal~~As Nodisclosed in the proxy statement, such projections were prepared on July 8, 2022. 1However, due —to ~~The~~the ~~Reincorporation~~COVID-19 ~~Merger~~lockdowns ~~Proposal~~that took place in China during 2022, SunCar’s management has indicated that it is not able to meet its original projections for 2022. Therefore, it is possible that SunCar’s actual results over the time periods and under the scenarios covered by the projections would be materially different and should not be relied upon. SunCar has not updated its projections at this time and, as disclosed in the proxy statement, does not intend to do so in the future.

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

The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

~~2. Proposal No. 2 — The Acquisition Merger Proposal~~1

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

SIGNATURES

3.Pursuant ~~Proposal~~to ~~No.~~the 3requirements —of ~~The~~the ~~Nasdaq~~Securities Exchange ~~Proposal~~Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

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

Dated: May 12, 2023

4.Goldenbridge ~~Proposal~~Acquisition ~~No.~~Limited 4By: —/s/ ~~The~~Yongsheng ~~Pre-Merger~~Liu ~~Charter~~Name: ~~Amendment~~Yongsheng ~~Proposal~~Liu Title: Chief Executive Officer

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

5. 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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