UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No.1 to Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 4, 2021
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
(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 |
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. ☐
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 |
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the Staff of the Securities and Exchange Commission (the “SEC”) released Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). The SEC Statement informed market participants that warrants issued by SPACs may require classification as a liability of the entity measured at fair value, with changes in fair value during each period reported in earnings. At issuances on March 4, 2021 and March 11, 2021 in connection with its initial public offering (“IPO”) and underwriter’s exercise of over-allotment option respectively, the outstanding warrants (the “Warrants”) to purchase ordinary shares of Goldenbridge Acquisition Limited (the “Company”) were accounted for as equity within the Company’s balance sheet.
However, as a result of the SEC Statement, and after discussion and evaluation with the Company’s management, including with Friedman LLP (“Friedman”), the Company’s independent registered public accounting firm, the Company has concluded that (i) the Company’s audited balance sheet as of March 4, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2021 and (ii) the Company’s pro-forma balance sheet dated March 11, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with SEC on March 17, 2021 should no longer be relied upon due to changes required to reclassify the Warrants as liabilities to align with the requirements set forth in the SEC Statement. Annexed to this Company’s Current Report on Form 8-K as Exhibit 99.1 is a restated Balance Sheet as of March 4, 2021, the date of completion of the IPO.
Item 9.01. Financial Statements and Exhibits.
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: May 17, 2021
GOLDENBRIDGE ACQUISITION LIMITED
| By: | /s/ Yongsheng Liu | |
| Name: | Yongsheng Liu | |
| Title: | Chief Executive Officer | |
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