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Goldenbridge Acquisition Limited *

Goldenbridge Acquisition Limited *

Oct 16, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: SunCar Technology Group

ENTERPRISE VALUE: $858 million
ANTICIPATED SYMBOL: TBD

Goldenbridge Acquisition Limited proposes to merge with SunCar Technology Group.

SunCar, together with its affiliates, provide enterprise clients with digitalized, comprehensive, on-demand and plug-in aftermarket auto services and auto insurance solutions to better serve their end customers. Founded in 2012, SunCar is now a leader in China’s auto service market. SunCar’s solutions and digital systems connected over 1,100 clients and 47,000 sales partners. The Company engages with over 40,000 suppliers and 70 insurance companies, covers over 2500 districts and counties, and serves end customers in most cities in China. All the services are distributed at all times through over 700 sub-systems on the SunCar Cloud, helping its clients better react to their customers’ demands.

EXTENSION – 11/29/22 – LINK

  • On November 24, 2022, subsequent to the approval by its shareholders of the amended and restated memorandum and articles of association of the Company, the Company filed the Amended Charter with the British Virgin Islands General Registry, effective the same day.
  • The Amended Charter extends the date by which the Company has to consummate a business combination up to 3 times for an additional 3 months each time, from December 4, 2022 to September 4, 2023.
  • The Company’s shareholders elected to redeem an aggregate of 4,004,387 ordinary shares in connection with the Meeting.
  • Following such redemptions and the deposit of the extension payment described above, the amount of funds remaining in the trust account is approximately $18.3 million.
  • Accordingly, following such redemptions and the deposit of the extension payment, the Company has 3,561,863 ordinary shares issued and outstanding (1,816,250 of which are shares held by our initial shareholders and are not subject to redemption) and the pro rata portion of the funds available in the trust account is approximately $10.4877 per public share.

EXTENSION – 8/25/22 – LINK

  • The SPAC confirmed that it will be funding its’ second extension for 3 months from September 4, 2022, to December 4, 2022.
    • As part of the extension, $575,000 will be deposited into the trust account.

EXTENSION – 5/27/22 – LINK

  • Goldenbridge Acquisition Limited announced that Auto Services Group Limited (“SunCar”), has deposited into the Company’s trust account an aggregate amount of $575,000 (representing approximately $0.10 per ordinary share), in order to extend the period of time the Company has to complete a business combination for an additional 3 months period, from June 4, 2022, to September 4, 2022.  
  • The Company issued one unsecured promissory note in an amount of $575,000, to SunCar with a principal amount equal to the amount deposited.
  • The promissory note bears no interest and is convertible into the Company’s units at a price of $10.00 per unit at the closing of a business combination by the Company.

TRANSACTION

  • Upon effectiveness of such transactions, SunCar’s shareholders and management (“SunCar Shareholders”) expect to receive 80 million ordinary shares of SunCar Technology Group.
  • Shares held by such SunCar Shareholders will be subject to lock-up agreements for a period of 12 months following the date the transactions close, subject to certain exceptions.
  • Certain key persons of the Company are eligible to receive additional ordinary Shares subject to the Company achieving certain performance milestones.
  • The proposed transactions contemplated by the Merger Agreement value the combined company at an estimated equity value on a pro-forma basis of approximately US$858 million, assuming no redemptions from the trust account.

INSIDER SHARE PURCHASE AGREEMENT

  • SunCar will agree to buy up to an aggregate of 400,000 Goldenbridge ordinary shares held by the initial shareholders for $10.00/Share.

EARNOUT

Company

  • (i) 1,600,000 Purchaser Class A Ordinary Shares if SunCar’s revenue equals or exceeds US$258,000,000 for the fiscal year ending December 31, 2022, as reflected on the audited consolidated financial statements of SunCar as of and for the fiscal year ended December 31, 2022
  • (ii) 1,600,000 Purchaser Class A Ordinary Shares if SunCar’s revenue equals or exceeds US$352,000,000 for the fiscal year ending December 31, 2023, as reflected on the audited consolidated financial statements of SunCar as of and for the fiscal year ended December 31, 2023
  • (iii) 1,600,000 Purchaser Class A Ordinary Shares if SunCar’s revenue equals or exceeds US$459,000,000 for the fiscal year ending December 31, 2024, as reflected on the audited consolidated financial statements of SunCar as of and for the fiscal year ended December 31, 2024.

LOCK-UP

Company

  • One year following the closing of the business combination

Sponsor

  • 50% when the earlier of six months after the business combination or trading above $12.50 for 20/30 trading days and the remaining 50% 6 months after the business combination

NOTABLE CONDITIONS TO CLOSING

  • The SEC shall have declared the Form F-4 effective
  • A minimum closing cash condition was not mentioned in the documents.

NOTABLE CONDITIONS TO TERMINATION

  • The Purchaser Parties may terminate this Agreement by giving notice to the Company Group on or prior to the Closing Date if:
    • If SunCar has materially breached any representations, warranties, agreements or covenants contained therein or in any Additional Agreement to be performed on or prior to the closing date, or the Agreement or the transactions contemplated thereby fail to be authorized or approved by the shareholders of SunCar, and such breach shall not be cured within fifteen (15) days following receipt by SunCar of a notice describing in reasonable detail the nature of such breach.
    • The breaching party shall be obligated to pay the non-breaching party a break-up fee of US$2,000,000 (the “Break-up Fee”)
  • An Outside / Terminated date was not mentioned at this time.

ADVISORS

  • Maxim Group LLC is acting as M&A and financial advisor to Goldenbridge.
  • Loeb & Loeb LLP is acting as legal advisor to Goldenbridge.
  • Pryor Cashman LLP is acting as legal advisor to SunCar.
  • Chain Stone Capital Limited (CTM) is acting as financial advisor to SunCar.

The below-announced combination was terminated on 5/3/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: AgiiPlus Inc. [TERMINATED on 5/3/22 – LINK]

ENTERPRISE VALUE: $544 million
ANTICIPATED SYMBOL: AGII

Goldenbridge Acquisition Limited proposes to merge with AgiiPlus Inc., a leading work solutions provider for rapid-change, quick-pivot enterprises in China and Singapore.

  • Founded in 2016, AgiiPlus has grown to become a leading work solutions provider for rapid-change, quick-pivot enterprises in China and Singapore.
  • To adapt to fierce competition and rapidly evolving market demands, companies are adjusting their business models to foster more agility to meet such demands. These transformative enterprises generally have organizational structure characteristics that are more flexible with higher technological attributes and are primarily focused on business development, which requires a one-stop solution that can dynamically meet various demands over their business life cycles.
  • Relying on its proprietary technologies, AgiiPlus offers transformative integrated working solutions to its enterprise customers, including a digital office marketplace to match enterprises with landlords, customized prefabricated renovation with smart building solutions, high-quality flexible workspace with plug-in software, and on-demand enterprise services.
  • AgiiPlus has established an innovative business model called S²aaS – Space & Software As A Solution which combines “Software As A Service” and “Space As A Service”. It adapts property technology, SaaS-based systems, and high-quality physical workspace to provide integrated work solutions and improve work efficiency for enterprise customers.
  • As of June 30, 2021, AgiiPlus has served over 7,500 enterprise clients and 95,000 online members with a comprehensive managed area of more than 500,000 square meters (approximately 5.38 million square feet). AgiiPlus has accumulated over 8,500,000 foot traffic for managed buildings and operates 50 physical agile working centers across Tier-1 and gateway cities in China and Singapore.

AgiiPlus has generated a compounded annual revenue growth rate of approximately 158% from 2016 to 2020. Revenues in 2020 increased by 23.7% compared to 2019, despite the COVID-19 pandemic.

TRANSACTION

Under the terms of the Merger Agreement, Goldenbridge’s wholly-owned subsidiary AgiiPlus Global will acquire AgiiPlus, resulting in AgiiPlus Global being a listed company on the Nasdaq Capital Market.

At the effective time of such transactions, AgiiPlus’ shareholders and management will receive 52 million ordinary shares of AgiiPlus Global. All shares held by existing AgiiPlus shareholders will be subject to lock-up agreements for a period of twelve (12) months following the date the transaction closes, subject to certain exceptions

The proposed transactions contemplated by the Merger Agreement valued the combined company at an estimated equity value on a Pro-forma basis of approximately $578 million assuming no redemptions from the trust account.

Goldenbridge Transaction Overview

PIPE

  • AgiiPlus aims to raise $35 million through PIPE transactions.

SUPPORT AGREEMENT

  • Concurrently with the execution of the Merger Agreement, certain of AgiiPlus’s officers, directors, founders and holders of more than 5% of its voting stock who collectively own approximately 100% of AgiiPlus’ voting stock entered into support agreements, pursuant to which each such holder agreed to vote in favor of the business combination, subject to the terms of such shareholder support agreements.

LOCK-UP

  • All shares held by existing AgiiPlus shareholders will be subject to lock-up agreements for a period of twelve (12) months following the date the transaction closes.
  • In connection with the transactions, Purchaser is expected to enter into Lock-Up Agreements with certain AgiiPlus shareholders and Goldenbridge initial shareholders, as the case may be, with respect to certain lock-up arrangements, which will provide that such AgiiPlus shareholders and Goldenbridge initial shareholders, as the case may be, will not, within certain period of time from the closing of the business combination and subject to certain exceptions, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the ordinary shares issued in connection with the Acquisition Merger, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise.

INDEMNIFICATION

  • Until six (6) months from and after the closing date, AgiiPlus Shareholders agreed to indemnify Purchaser from any and all losses incurred or sustained by the Purchaser as a result of or in connection with any breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of AgiiPlus contained herein.
  • The indemnification applies only to amounts (in aggregate) in excess of $1,000,000, and the indemnification obligations are capped at the value of the shares that are being held in escrow.
  • Such indemnification can only be satisfied with the cancellation of Purchaser Ordinary Shares.

OTHER AGREEMENTS

  • Insider Share Purchase Agreement
    • In connection with the transactions, AgiiPlus and the initial shareholders of Goldenbridge will enter into an Insider Share Purchase Agreement whereby AgiiPlus will agree to buy an aggregate of 400,000 Goldenbridge’s ordinary shares held by the initial shareholders at a price of $10.00 per share for an aggregate purchase price of $4,000,000.
  • Escrow Agreement
    • In connection with the transactions, the Purchaser, Mr. Jing Hu as the representative of AgiiPlus Shareholders, and an escrow agent will enter into an Escrow Agreement pursuant to which AgiiPlus shareholders will deposit 1,000,000 of its Purchaser Ordinary Shares to secure the indemnification obligations as contemplated by the Agreement.

NOTABLE CONDITIONS TO CLOSING

  • AgiiPlus shall have consummated a US$15 million equity financing on or prior to the closing
  • Goldenbridge must have at least $5 million of net tangible assets following redemptions

NOTABLE CONDITIONS TO TERMINATION

  •  Either Goldenbridge or AgiiPlus, if the closing has not occurred by June 30, 2022
  • Goldenbridge, if AgiiPlus has materially breached any representations, warranties, agreements or covenants contained herein or in any Additional Agreement to be performed on or prior to the closing date or this Agreement, the plan of merger or the transactions contemplated hereby fail to be authorized or approved by the shareholders of AgiiPlus and such breach shall not be cured within fifteen (15) days following receipt by AgiiPlus of a notice describing in reasonable detail the nature of such breach.
    • Goldenbridge will be entitled to a break-up fee of $1,000,000 promptly after such termination
  • AgiiPlus, if Goldenbridge has materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the closing date and such breach has not been cured within fifteen (15) days following the receipt by Goldenbridge a notice describing such breach. AgiiPlus will be entitled to a break-up fee of $1,000,000 promptly after such termination.
    • In addition, AgiiPlus may terminate the Agreement if AgiiPlus determines in its sole and absolute discretion that it is unable or unwilling to raise no less than US$15,000,000 in equity financing under then-prevalent market conditions prior to the Closing, and Goldenbridge will be entitled to a break-up fee of $1,000,000 promptly after such termination.

ADVISORS

  • Maxim Group LLC is acting as M&A and financial advisor to Goldenbridge.
  • Loeb & Loeb LLP is acting as legal advisor to Goldenbridge.
  • Hunter Taubman Fischer & Li LLC is acting as legal advisor to AgiiPlus.
  • MaloneBailey is acting as auditor to AgiiPlus.
  • Chain Stone Capital Limited is acting as financial advisor to AgiiPlus.

MANAGEMENT & BOARD

Executive Officers

Yongsheng Liu, 51 [Appointed as CFO 7/28/22]
Director, Chief Executive Officer, and Chairman

Throughout the past 20 years, Mr. Liu has assumed various corporate leadership positions and demonstrated his strong execution ability and in-depth knowledge in private equity and corporate M&A transactions across a wide range of sectors including aviation, consumer, financial institutions, and technology. He served as the chairman and chief executive officer of Wealthbridge Acquisition Limited, a special purpose acquisition company, from June 2018 until its business combination with Scienjoy Inc. in May 2020, and currently serves as the vice chairman of Scienjoy’s board since then. From March 2017 to April 2018, Mr. Liu served as chairman and chief executive officer of Royal China Holdings Limited (HKEx: 01683), during which he spearheaded the company’s international growth strategy focused at acquiring targets in aviation industry and finance sector. From the beginning of 2013 to March 2017, Mr. Liu was the chairman of Joy Air General Aviation, chairman of Cambodia Bayon Airlines, vice chairman of Everbright and Joy International Leasing Company, and president of General Aviation Investment Company (Shanghai). From April 2004 to August 2008, Mr. Liu also served as chief strategy officer of United Eagle Airlines (subsequently renamed to Chengdu Airlines). From December 1994 to June 2000, Mr. Liu was a manager of China Southern Airlines responsible for ground staff training. Mr. Liu received his master degree from University of Ottawa in 2002 and his bachelor’s degree from Civil Aviation Univeristy of China in 1992.

Yanhong Xue, 48 [Resigned 7/28/22]
Chief Financial Officer

Ms. Xue is currently serving as a chief financial officer at Ifresh Inc. since March 2020. Since 2011, Ms. Xue has been a partner of Wall Street CPA Services, LLC, where she provides chief financial officer services and accounting services to XT Energy GroupM Inc. and several other U.S. public companies, coordinating investors, investment bankers, directors and legal counsels for corporate finance issues, and performing investor relations duties, including networking with investors, presenting and discussing operating results on investor conferences. Ms. Xue worked as a senior manager at Acquavella, Chiarelli, Shuster, Berkower & Co., LLP from September 2007 to October 2010 where she focused on SEC auditing services. She also worked at China Youth Daily as a finance and accounting manager from September 1997 to October 2004. Ms. Xue received her bachelor degree in history and law from Peking University in 1997 and master degree in accounting from State University of New York at Binghamton in 2007.

Ray Chen, 55
Chief Operating Officer

Mr. Chen served as the director and chief operating officer of Wealthbridge Acquisition Limited, a special purpose acquisition company, from February 2018 until its business combination with Scienjoy Inc. in May 2020, and currently serves as the investor relation officer of Scienjoy since then. Mr. Chen served as chief executive officer at Fortissimo Film International Ltd., a privately-owned film development and production company from August 2016 till January 2018. From January 2013 to February 2016, Mr. Chen was the chief executive officer of Beijing Galloping Horse Film & TV Production Co., Ltd. From January 2010 to March 2013, Mr. Chen was the head of sales in the Beijing Office of Star Jet Co., Ltd. Prior to his Star Jet experience, Mr. Chen was the executive board member and head of sales in Asia Jet Partners Limited, a privately-owned holding company specializing in general aviation and aircraft leasing. Mr. Chen joined Asia Jet after his service as chief executive officer at ABC International Inc., a business consulting company based in Cleveland, Ohio. Mr. Chen holds a graduate certificate in Marketing from Cleveland State University.

 

Board of Directors

Jining Li, 63
Director

Mr. Li served as the director of Wealthbridge Acquisition Limited, a special purpose acquisition company, from June 2018 until its business combination with Scienjoy Inc. in May 2020. Mr. Li is the founder and has acted as the chairman of Star Jet Co., Ltd in Shanghai, China, since May 2011. He also serves as director of Keen Nice Communications Limited since November 2017, HK Karsing Investment Limited since April 2008, and Star Jet (Hong Kong) Limited, since March 2012. Prior to Star Jet, Mr. Li founded United Eagle Airlines as the first non-government-owned airline company in the history of Chinese aviation industry in 2004. From 2004 to 2008, Mr. Li was the chairman of United Eagle Airlines. He served as the chairman of China Internet Investment Finance Holdings Limited (HKEx: 00810) from 2005 to 2007. In 1998, Mr. Li founded Guangdong Ying Lian Tong Telecommunication Services Co., Ltd and served as Chairman until 2004. From 1990 to 1998, Mr. Li served as chairman of Huahui Import and Export Trading Company. From 1988 to 1990, Mr. Li served as a manager in Guangdong Branch of China Council for the Promotion of International Trade.

Kinpui Choi, 66
Independent Director

Mr. Choi served as the director of Wealthbridge Acquisition Limited, a special purpose acquisition company, from September 2018 until its business combination with Scienjoy Inc. in May 2020. He has over 26 years of senior management experience in telecommunication industry in Hong Kong, U.S. and China. From 2002 to 2006, he was the president and chief executive officer of Elephant Talk Communications Inc. Mr. Choi founded Elephant Talk Limited in 1994, a wholly-owned subsidiary of Elephant Talk Communications Inc. From April 1994 to August 2002, Mr. Choi was the chief executive officer of Elephant Talk Limited. From January 2013 to September 2018, Mr. Choi served as the independent director of Universal Success Group Limited (HKEx:00487). Previously, he also served as the chairman of ET Network Services Limited (later known as Guangdong Ming Ying Financial Leasing Co Limited), a Hong Kong-based company which specializes in providing telecommunication services in China.

Michael Chen, 58
Independent Director 

Since February 2009, Mr. Chen is currently the general partner and chief executive officer of Chen & Associates, an advisory services firm focused on the financial services, media, aviation, and food industries. Mr. Chen co-founded the firm in 1997 and joined full-time in 2013. He also serves as the vice chairman of Grace Farms Foundation (www.gracefarms.org) and as the chairman of The CEO Forum Group (www.theceoforumgroup.com). From 2012-2013, Mr. Chen was a management committee advisor and strategic partner to the chief investment officer at Bridgewater Associates. From 2011-2012, he was the president of NBC News’ Strategic Initiatives Group and served on the board of directors for The Weather Channel. Prior to joining NBC News, he served as the president and chief executive officer of GE Capital’s media, communications, and entertainment business from 2006-2010. He was also the chairman of the board and creator of the Peacock Equity Fund from 2006-2010, which was a digital media fund supported by GE and NBC Universal and later was sold to Comcast in 2011. Mr. Chen started as a financial analyst at IBM in 1985. After spending nine years at IBM in various financial and management positions, he joined GE in 1994 as vice president of risk and portfolio management for GE Capital Aviation Services (“GECAS”), where he was responsible for underwriting and evaluating airline financing deals for North America. He was appointed as senior vice president and general manager, North America of GECAS in 1999. Mr. Chen currently serves as an Emeritus Advisory Council member for the SC Johnson School of Business at Cornell University. In addition, he previously served on the board of The Weather Channel, the Norwalk Community College Foundation, the Diversity Advisory Board at Sodexo Corporation, the Executive Diversity Council of GE, and the Planning Team for Grace Community Church. He was named the top Asian American in business in 2008 by the Asian American Business Development Center, and he was presented with the “Distinguished Service Award” by Norwalk Community College in 2010. Mr. Chen received his bachelor’s degree in electrical engineering from the University of Rochester and an MBA degree in finance from the SC Johnson School of Business at Cornell University.

Claude P. Franco, 57
Independent Director

Mr. Franco is a skilled aircraft and engine leasing executive with airline restructuring and aircraft manufacturing experience. He previously served as a founder of Global Jet Capital, a company that provides leasing/financing solutions to the global private aircraft industry. This company was taken over by the Carlyle Group in 2015. Over the past 25 plus years he has worked at United Technologies Corporation focusing on sikorsky aircraft helicopter design, GECAS where he was responsible for commercial aircraft and commercial engine leasing and airline restructuring worldwide, Gulfstream Aerospace, Guggenheim Partners and White Oak Global Advisors. Mr. Franco’s experience in commercial aircraft leasing and finance, credit analysis, aviation parts (aftermarket and new) and asset management provide him a strong ability to assess existing or start-up leasing businesses. He also has securitized and bought and sold portfolios of aircraft and engines held by leasing companies and airlines. Mr. Franco knows and has relationships with many of the large leasing companies worldwide, aviation parts companies as well as global airlines and aircraft and engine manufacturers. He has strong experience managing through downturns, for example SARS, MERS, 9-11, and COVID-19 pandemic and understands the impact they had (are having) on leases, asset values and parts companies. Mr. Franco has spent a good portion of his career in front of prospective investors explaining aviation opportunities and downturn situations. He has a keen ability to read his audience, understand their concerns and address the risks and mitigants of the aviation leasing and aftermarket businesses. He relies on these credit skills to make potential investors comfortable and successfully negotiate debt lines with lenders. He has experience in negotiating transactions globally and also has experience with US and foreign governments. Mr. Franco has a solid understanding of manufacturing (operational process, contracts, sales, progress payments, etc.) and has negotiated transactions from most all major aircraft manufacturers worldwide. Mr. Franco has held securities and exchange licenses (Series 7 and 63), and has an understanding of the laws of securities and fixed income products. He holds degrees in aeronautical studies with engineering and management focus from Embry-Riddle Aeronautical University and an MBA degree from Emory University.



ByRoman Developer