~~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~~

~~November~~Securities ~~23,~~Exchange ~~2022~~Act of 1934

February 21, 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. ☐

~~Securities~~Item ~~registered~~4.01. ~~pursuant~~Changes toin ~~Section~~Registrant’s ~~12(b)~~Certifying ~~of the Act:~~Accountants

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

On February 21, 2023, Goldenbridge Acquisition Limited (the “Company”) engaged Marcum Asia CPAs LLP (“Marcum Asia”) as its independent registered public accounting firm. Marcum LLP (“Marcum”) was dismissed on the same date. The decision to engage Marcum Asia and to dismiss Marcum was approved by the Audit Committee of the Board of Directors of the Company.

~~Item~~From ~~1.01~~October ~~Entry~~7, ~~into~~2022 athrough ~~Material~~February ~~Definitive~~21, ~~Agreement~~2023, there was no audit report issued by Marcum and there were no disagreements between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports.

~~The~~For the years ended June 30, 2021 and 2022 and the subsequent period through February 21, 2023, there were no “reportable events” (defined below) requiring disclosure ~~contained~~pursuant into Item 2304(a)(1)(v) of Regulation S-K.03 isAs ~~incorporated~~used byherein, ~~reference~~the term “reportable event” means any of the items listed in ~~this~~paragraphs (a)(1)(v)(A)-(D) of Item 1304 of Regulation S-K.~~01.~~

~~Item~~Attached 2as Exhibit 16.031 ~~Creation~~is a copy of aMarcum’s ~~Direct~~letter ~~Financial~~addressed to ~~Obligation~~the orSEC anrelating ~~Obligation~~to ~~under~~the anstatements ~~Off-Balance~~made ~~Sheet~~by ~~Arrangement~~the ofCompany ain ~~Registrant~~this Current Report on Form 8-K.

On ~~November~~February 2521, ~~2022~~2023, ~~Goldenbridge Acquisition Limited (~~the “Company” orengaged Marcum Asia CPAs LLP (“~~Goldenbridge~~Marcum Asia”) to ~~issued~~serve anas its ~~unsecured~~independent ~~promissory~~registered ~~note~~public inaccounting firm. During the ~~aggregate~~two ~~principal amount~~fiscal years of ~~$174,561.30 (~~the ~~“Note”)~~Company toended ~~Auto~~June ~~Services~~30, ~~Group~~2021 ~~Limited~~and ~~(“SunCar”)~~2022, ~~the~~ ~~counterparty~~and tothrough February ~~the~~21, ~~previously~~2023, ~~announced~~neither ~~agreement~~the ~~and~~Company ~~plan~~nor ofanyone ~~merger~~on ~~dated~~its asbehalf ofconsulted ~~May~~Marcum ~~23,~~Asia ~~2022,~~regarding ~~pursuant~~either to(i) ~~which~~the aapplication ~~proposed~~of ~~business~~accounting ~~combination~~principles ~~among~~to ~~SunCar,~~a ~~Goldenbridge~~specified transaction, ~~Purchaser~~either ~~and~~completed ~~Merger~~or ~~Sub~~proposed, ~~would~~or ~~occur.~~the ~~The~~type ~~Note~~of ~~does~~audit ~~not bear~~opinion ~~interest~~that ~~and~~might ~~matures~~be ~~upon~~rendered ~~closing~~on of the Company’s consolidated ~~initial~~financial ~~business~~statements, ~~combination.~~and Inneither ~~addition,~~a ~~the~~written ~~Note~~report ~~may~~nor beoral ~~converted~~advice ~~by SunCar~~was ~~into~~provided ~~units~~to of the Company ~~identical~~that toMarcum ~~the~~Asia ~~units~~concluded was ~~issued~~an inimportant factor considered by the Company’s ~~initial~~in ~~public~~reaching ~~offering~~a atdecision aas ~~price~~to ofany ~~$10.00~~accounting, ~~per unit.~~auditing ~~The~~or ~~proceeds~~financial ofreporting ~~the~~issue; or ~~Note~~(ii) ~~have~~any ~~been~~matter ~~deposited~~that inwas either the ~~Company’s~~subject ~~trust~~of ~~account~~a disagreement (as defined in ~~connection~~Item ~~with~~304(a)(1)(iv) ~~extending~~of Regulation S-K and the ~~business~~related ~~combination~~instructions ~~completion~~to ~~window~~Item ~~until~~304 ~~March~~of 4,Regulation ~~2023~~S-K) or a reportable event.

~~The~~Item ~~foregoing description~~9.01. ofFinancial ~~the~~Statements ~~Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1~~ and ~~is incorporated herein by reference~~Exhibits.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Exhibit No.		Description
16.1		Letter from Marcum LLP dated February 23, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

On November 24, 2022, subsequent to the approval by its shareholders of the amended and restated memorandum and articles of association (the “Amended Charter”) 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 three (3) times for an additional three (3) months each time, from December 4, 2022 to September 4, 2023.1

~~Item 5.07. Submission of Matters to a Vote of Security Holders.~~SIGNATURES

OnPursuant ~~November~~to ~~23, 2022,~~ the ~~Company~~requirements ~~held~~of anthe ~~extraordinary~~Securities ~~general~~Exchange ~~meeting~~Act of ~~shareholders~~1934, (the ~~“Meeting”).~~Registrant ~~Summarized~~has ~~below~~duly ~~are~~caused ~~the~~this ~~results~~report ~~of the~~to ~~matters~~be ~~submitted~~signed toon aits ~~vote~~behalf atby the ~~Meeting~~undersigned hereunto duly authorized.

Matter

For

Against

Abstain

Proposal 1 – The Charter Amendment Proposal - A proposal to amend the Company’s Amended Charter to extend the date by which the Company has to consummate a business combination up to three (3) times for an additional three (3) months each time, from December 4, 2022 to September 4, 2023.

5,506,270

406,025

29,021

Dated: February 23, 2023

~~Item~~GOLDENBRIDGE ~~7.01~~ACQUISITION ~~Regulation FD Disclosure.~~LIMITED

~~The~~By: ~~Company’~~/s/ ~~shareholders elected~~Yongsheng toLiu ~~redeem~~Name: anYongsheng ~~aggregate~~Liu ofTitle: ~~4,004,387~~Chief ~~ordinary~~Executive 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.Officer

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

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association of Goldenbridge Acquisition Limited, dated November 24, 2022
10.1		Form of Promissory Note
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange 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.

Dated: November 29, 2022

Goldenbridge Acquisition Limited By: /s/ Yongsheng Liu Name: Yongsheng Liu Title: Chief Executive Officer

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