United States securities and exchange commission logo
June 29, 2022
Yongsheng Liu
Chairman and Chief Executive Officer
Goldenbridge Acquisition Ltd
15/F, Aubin House
171-172 Gloucester Road
Wanchai, Hong Kong
Re: Goldenbridge
Acquisition Ltd
Form 10-K for
Fiscal Year Ended June 30, 2021
Filed September 1,
2021 and Amended December 22, 2021
File No. 001-40132
Dear Mr. Liu:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 1 to Annual Report on Form 10-K filed December 22, 2021
Business
Introduction, page 1
1. We note that your
principal executive offices are located in Hong Kong, the SPAC
Sponsor is located in
Hong Kong, and a majority of your executive officers and/or
directors are located
in or have significant ties to Hong Kong. Please disclose this
prominently in the
introduction to the business section. Your disclosure also should
describe the legal and
operational risks associated with being based in China. Your
disclosure should
address how recent statements and regulatory actions by China s
government, such as
those related to data security or anti-monopoly concerns, has or may
impact the company s
ability to conduct its business, accept foreign investments, or list on
an U.S. or other
foreign exchange. Please disclose whether your auditor is subject to the
determinations
announced by the PCAOB on December 16, 2021 and whether and how
Yongsheng Liu
FirstName LastNameYongsheng
Goldenbridge Acquisition Ltd Liu
Comapany
June NameGoldenbridge Acquisition Ltd
29, 2022
June 29,
Page 2 2022 Page 2
FirstName LastName
the Holding Foreign Companies Accountable Act and related regulations
will affect your
company. Provide a cross-reference to your detailed discussion of
risks facing the
company and the offering.
2. Please disclose the risks that being based in China poses to
investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks
with cross-references
to the more detailed discussion of these risks. For example,
specifically discuss risks
arising from the legal system in China, including risks and
uncertainties regarding the
enforcement of laws and that rules and regulations in China can change
quickly with little
advance notice; and the risk that the Chinese government may intervene
or influence your
operations at any time, or may exert more control over offerings
conducted overseas
and/or foreign investment in China-based issuers, which could result
in a material change
in your operations and/or the value of your common stock. Acknowledge
any risks that
any actions by the Chinese government to exert more oversight and
control over offerings
that are conducted overseas and/or foreign investment in China-based
issuers could
significantly limit or completely hinder your ability to offer or
continue to offer securities
to investors and cause the value of such securities to significantly
decline or be worthless.
3. Disclose each permission that you are required to obtain from Chinese
authorities to
operate and issue securities to foreign investors. State affirmatively
whether you have
received all requisite permissions and whether any permissions have
been denied. State
whether you may be covered by permissions requirements from the China
Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
other governmental agency that is required to approve your operations.
Also describe the
consequences to you and your investors if you: (i) do not receive or
maintain such
permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals
are not required, or (iii) applicable laws, regulations, or
interpretations change and you are
required to obtain such permissions or approvals in the future.
4. Provide a clear description of how cash is transferred through your
organization. State
whether any transfers, dividends, or distributions have been made to
date and quantify the
amounts where applicable.
5. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
investigate your auditor, and that as a result an exchange may
determine to delist your
securities.
6. Please include a separate section on enforcement of liabilities
addressing the enforcement
risks related to civil liabilities due to you, your sponsor and/or
your officers and directors
being located in China or Hong Kong. For example, revise to discuss
more specifically the
limitations on investors being able to effect service of process and
enforce civil liabilities
in China, lack of reciprocity and treaties, and cost and time
constraints. Also, please
disclose these risks in the business section, which should contain
disclosures consistent
Yongsheng Liu
FirstName LastNameYongsheng
Goldenbridge Acquisition Ltd Liu
Comapany
June NameGoldenbridge Acquisition Ltd
29, 2022
June 29,
Page 3 2022 Page 3
FirstName LastName
with the separate section. Additionally, please identify each officer
and/or director located
in China or Hong Kong and disclose that it will be more difficult to
enforce liabilities and
enforce judgments on those individuals.
General, page 6
7. Please address specifically any PRC regulations concerning mergers and
acquisitions by
foreign investors that your initial business combination transaction
may be subject to,
including PRC regulatory reviews, which may impact your ability to
complete a business
combination in the prescribed time period. Also address any impact PRC
law or
regulation may have on the cash flows associated with the business
combination,
including shareholder redemption rights.
8. Please add disclosure regarding the Holding Foreign Companies
Accountable Act. In
addition, please disclose that the United States Senate has passed the
Accelerating
Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the
number of non-inspection years from three years to two years,
and thus, would reduce
the time before your securities may be prohibited from trading or
delisted. Update your
disclosure to reflect that the Commission adopted rules to implement
the HFCAA and
that, pursuant to the HFCAA, the PCAOB has issued its report notifying
the Commission
of its determination that it is unable to inspect or investigate
completely accounting firms
headquartered in mainland China or Hong Kong.
9. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your common stock. Also,
given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
10. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China over data security, particularly for companies seeking to list
on a foreign exchange,
please revise your disclosure to explain how this oversight could
impact the process of
searching for a target and completing an initial business combination,
and to what extent
you believe that you are compliant with the regulations or policies
that have been issued
by the CAC to date.
11. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. If so, also include
disclosure that addresses
how this fact could impact your ability to complete your initial
business combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a U.S. target company should the transaction
be subject to
Yongsheng Liu
Goldenbridge Acquisition Ltd
June 29, 2022
Page 4
review by a U.S. government entity, such as the Committee on Foreign
Investment in the
United States (CFIUS), or ultimately prohibited. Disclose that as a
result, the pool of
potential targets with which you could complete an initial business
combination may be
limited. Further, disclose that the time necessary for government review
of the transaction
or a decision to prohibit the transaction could prevent you from
completing an initial
business combination and require you to liquidate. Disclose the
consequences of
liquidation to investors, such as the losses of the investment
opportunity in a target
company, any price appreciation in the combined company, and the
warrants, which
would expire worthless.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact William Demarest at 202-551-3432 or Shannon Menjivar at
202-551-
3856 if you have questions regarding the financial statements and related
matters. Please contact
Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any
other
questions.
Sincerely,
FirstName LastNameYongsheng Liu
Division of
Corporation Finance
Comapany NameGoldenbridge Acquisition Ltd
Office of Real
Estate & Construction
June 29, 2022 Page 4
cc: Giovanni Caruso
FirstName LastName