United States securities and exchange commission logo
September 6, 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
Form 10-K/A for
Fiscal Year Ended June 30, 2021
Filed December 22,
2021, July 15, 2022 and August 10, 2022
File No. 001-40132
Dear Mr. Liu:
We have reviewed your August 10, 2022 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
July 28, 2022 letter.
Amendment No. 3 to Annual Report on Form 10-K for the Fiscal Year Ended
June 30, 2021
filed August 10, 2022
Business
Introduction, page 1
1. We note the revisions
made in response to comment 1 and the focus on the legal and
operational risks to
the company post-business combination. However, we continue to
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. Both CF Disclosure Guidance: Topic
Yongsheng Liu
Goldenbridge Acquisition Ltd
September 6, 2022
Page 2
No. 10 (November 23, 2020) and the Sample Letter to China-Based
Companies
(December 20, 2021) indicate that a China-based issuer is a company
based in China or
Hong Kong. Therefore, we reissue comment one. Please clearly disclose
the legal and
operational risks associated with your company being based in China.
2. We partially reissue comment 2. Please disclose the risks that being
based in China poses
to investors. 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. We note your response to comment 3. Please disclose how you reached the
determination
that you are not required to obtain any licenses or approvals for
offering securities to
foreign investors and while seeking a target for the initial business
combination, or to
operate and to issue your securities to foreign investors and to list on
a US exchange. To
the extent you are relying upon the opinion of counsel, please identify
counsel in the
disclosure and file their consent as an exhibit.
Enforceability of Civil Liabilities, page 10
4. Please move this disclosure to a separate section on enforcement of
liabilities, rather than
a subsection of the business section. Please also revise to clarify that
the sponsor is
located in Hong Kong. Lastly, revise to discuss the cost and time
constraints associated
with seeking enforcement in China.
You may contact William Demarest at 202-551-3432 or Shannon Menjivar at
202-551-
3856 if you have questions regarding comments on 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
September 6, 2022 Page 2
cc: Giovanni Caruso
FirstName LastName