United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

February 2127, 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

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

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. ☐

Item 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountants~~Definitive Agreement.

OnThe ~~February~~disclosure ~~21,~~contained ~~2023,~~in ~~Goldenbridge~~Item ~~Acquisition Limited (the “Company”) engaged Marcum Asia CPAs LLP (“Marcum Asia”) as its independent registered public accounting firm~~2.03 ~~Marcum~~is ~~LLP~~incorporated ~~(“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~~reference ofin ~~Directors~~this ofItem ~~the Company~~1.01

~~From~~Item ~~October~~2.03 7,Creation ~~2022 through February 21, 2023, there was no audit report issued by Marcum and there were no disagreements between the Company and Marcum on any matter~~ of ~~accounting~~a ~~principles~~Direct orFinancial ~~practices, financial~~Obligation ~~statement disclosure,~~ or ~~auditing~~an ~~scope~~Obligation orunder ~~procedures,~~an ~~which~~Off-Balance ~~disagreements,~~Sheet ifArrangement ~~not resolved to the satisfaction~~ of ~~Marcum~~a ~~would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports~~Registrant.

~~For~~On February 27, 2023, Goldenbridge Acquisition Limited (the ~~years~~“Company”) ~~ended~~issued ~~June~~one unsecured promissory note in an amount of $174,561.30, ~~2021~~to ~~and~~Auto ~~2022~~Services ~~and~~Group ~~the~~Limited ~~subsequent period~~(“SunCar”), ~~through~~in ~~February~~exchange ~~21,~~for ~~2023,~~SunCar ~~there~~depositing ~~were~~such noamount ~~“reportable~~into ~~events”~~the ~~(defined~~Company’s ~~below)~~trust ~~requiring~~account ~~disclosure~~in ~~pursuant~~order to ~~Item~~extend ~~304(a)(1)(v)~~ the amount of ~~Regulation~~time ~~S-K~~it has available to complete a business combination. AsThe ~~used~~Note ~~herein~~does not bear interest and mature upon closing of a business combination by the Company. In addition, the ~~term~~note ~~“reportable~~may ~~event”~~be ~~means~~converted ~~any~~by the holder into units of the ~~items~~Company ~~listed~~identical to the units issued in ~~paragraphs~~the ~~(a)(1)(v)(A)-(D)~~Company’s initial ofpublic ~~Item~~offering ~~304~~at a price of ~~Regulation~~$10.00 ~~S-K~~per unit.

~~Attached~~Item ~~as Exhibit 16~~8.101 isOther ~~a copy of Marcum’s letter addressed to the SEC relating to the statements made by the Company in this Current Report on Form 8-K.~~Events

OnThe ~~February 21, 2023, the~~ Company ~~engaged Marcum~~issued ~~Asia CPAs LLP (“Marcum Asia”) to serve as its independent registered public accounting firm. During~~ the ~~two~~press ~~fiscal~~release ~~years~~filed ofherewith ~~the~~on ~~Company ended June 30, 2021 and 2022, and through~~ February 2127, 2023,. ~~neither~~The ~~the~~materials ~~Company~~attached nor anyone on its behalf consulted Marcum Asia regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Marcum Asia concluded was an important factor considered by the Company in reaching a decision as toExhibit ~~any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(~~99.1~~)(iv)~~ ofare ~~Regulation~~incorporated ~~S-K~~by ~~and~~reference ~~the related instructions to Item 304 of Regulation S-K) or a reportable event~~herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
16.1		Letter from Marcum LLP dated February 23, 2023
99.1		Press Release dated February 27, 2023
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 to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 2327, 2023

GOLDENBRIDGE ACQUISITION LIMITED

By:	/s/ Yongsheng Liu
Name:	Yongsheng Liu
Title:	Chief Executive Officer

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