See accompanying notes to unaudited condensed consolidated
financial statements.
See accompanying notes to unaudited condensed consolidated
financial statements.
See accompanying notes to unaudited condensed consolidated
financial statements.
See accompanying notes to unaudited condensed
consolidated financial statements.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
NOTE 1 –
ORGANIZATION AND BUSINESS BACKGROUND
Goldenbridge Acquisition Limited (“Goldenbridge”
the “Company” or “we”, “us” and “our”) is a newly organized blank check company incorporated
on August 12, 2019, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction
and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other
similar business combination with one or more businesses or entities (Business Combination”). Although the Company is not limited
to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on opportunities
in the artificial intelligence and any other related technology innovations market in North America.
CVS X Limited (“CVSX”) is a company
incorporated on May 11, 2021, under the laws of the Cayman Island for the purpose of effecting the Business Combination. CVSX is wholly
owned by the Company.
Smart CVS Limited (“SCL”, or together
with CVSX, “the subsidiaries”) is a company incorporated on May 21, 2021, under the laws of the Cayman Island for the purpose
of effecting the Business Combination. SCL is wholly owned by CVSX.
AgiiPlus Global Inc., (“PubCo”) is
a company incorporated in the Cayman Islands for the purpose of effecting the Business Combination and to serve as the vehicle for, and
be subsumed by, AgiiPlus Inc., pursuant to the Acquisition Merger. PubCo is wholly owned by the Goldenbridge.
AgiiPlus Corporation Inc., (“Merger Sub”)
is a company incorporated in the Cayman Islands for the purpose of effecting the Business Combination and to serve as the vehicle for,
and be subsumed by, AgiiPlus Inc., pursuant to the Acquisition Merger. Merger Sub is wholly owned by the PubCo.
On September 30, 2021, the Company entered into
a definitive agreement or non-binding letter of intent to acquire a company, AgiiPlus Inc., (“AgiiPlus”). The aggregate consideration
to be paid to AgiiPlus shareholders for the Acquisition Merger is $520 million, payable in the form of a number of newly issued Purchaser
Ordinary Shares (the “Closing Payment Shares”) valued at the $10.00 per share. Under the Merger Agreement, 1,000,000 shares
of the Closing Payment Shares (“Escrow Shares”) to be issued will be held in escrow for a period of 6 months after the closing
to satisfy indemnification obligations.
On May 2,
2022, the Company, AgiiPlus Inc. and AgiiPlus Inc.’s shareholders (the “Parties”)
entered into a Termination and Fee Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Parties
agreed to mutually terminate the Merger Agreement, subject to the representations, warranties, conditions and covenants set forth in the
Termination Agreement. In conjunction with the termination of the Merger Agreement, the Additional Agreements (as defined in the Merger
Agreement) (including the Shareholder Supporting Agreements) have also been terminated in accordance with their respective terms as of
May 2, 2022, the Termination Date. The Termination Agreement provides that as a reimbursement of certain expenses incurred by the Company
in connection with the Merger Agreement and pursuing a transaction with AgiiPlus, and in consideration of the representations, warranties,
covenants and agreements contained therein, AgiiPlus shall pay to the Company an amount of $150,000 within fifteen (15) business days
of the Termination Date.
As of March 31, 2022, the Company had not commenced
any operations. All activities through March 31, 2022 relate to the Company’s formation, completion of its initial public offering
as described below, as well as negotiation and consummation of the proposed business combination with PubCo. The Company generates non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering, which proceeds are held in trust.
The Company has selected June 30 as its fiscal
year end.
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
Financing
The registration statement for the Company’s
initial public offering (the “Public Offering” as described in Note 5) was declared effective by the United States Securities
and Exchange Commission (“SEC”) on March 1, 2021. The Company consummated the Public Offering on March 4, 2021 of 5,000,000
units at $10.00 per unit (the “Public Units’). Subsequently, on March 9, 2021, the underwriters exercised the option in full
of 750,000 units at a price of $10.00 per unit. Concurrently with the Public Offering, the Company sold to Cross Wealth Investment Holding
Limited (the “Sponsor”) 350,000 private units at a price of $10.00 per unit and sold to Maxim Group LLC for $100 an option
to purchase 287,500 units at an exercise price of $11.50 per unit. The Company received net proceeds of approximately $59,162,906 (which
includes deferred underwriting commissions of $2,012,500). Transaction costs amounted to $1,837,194, consisting of $1,437,500 of underwriter’s
fees and $399,694 of other offering costs.
Trust Account
Upon the closing of the Public Offering and the
private placement, $57,500,000 was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust
Company, LLC acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, bonds
or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act until the earlier of (i) the consummation of the Company’s initial business combination within the required
time period and (ii) the redemption of 100% of the outstanding public shares if the Company has not completed an initial business combination
in the required time period. Placing funds in the Trust Account may not protect those funds from third party claims against the Company.
Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute
agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such
persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal
and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest
earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations.
Business Combination
Pursuant to Nasdaq listing rules, the Company’s
initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80%
of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned
on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for our initial
business combination, although the Company may structure a business combination with one or more target businesses whose fair market value
significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy
the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of
the target business or businesses.
The Company may, however, structure a business
combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests
or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,
but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting
securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an
investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses
are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will
be valued for purposes of the 80% test.
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
The Company will either seek shareholder approval
of any business combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro
rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders
with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the
aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares have been recorded at redemption
value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”. The Company will proceed with
a business combination only if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination and,
solely if shareholder approval is sought, a majority of the outstanding ordinary shares of the Company voted are voted in favor of the
business combination.
In connection with any shareholder vote required
to approve any business combination, the Initial Shareholders have agreed (i) to vote any of their respective shares, including the ordinary
shares sold to the Initial Shareholders in connection with the organization of the Company, ordinary shares included in the Private Units
sold in the Private Placement, and any ordinary shares which were initially issued in connection with the Public Offering, whether acquired
in or after the effective date of the IPO, in favor of the initial business combination and (ii) not to convert such respective shares
into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in.
Liquidation and going concern
If the Company does not complete a business combination
within 12 months from the consummation of the Public Offering, it will trigger an automatic winding up, dissolution and liquidation pursuant
to the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company
had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from the
Company’s shareholders to commence such a voluntary winding up, dissolution and liquidation. However, if the Company anticipates
that the Company may not be able to consummate its initial business combination within 12 months, the Company may, but is not obligated
to, extend the period of time to consummate a business combination three times by an additional three months each time (for a total of
up to 21 months to complete a business combination). Pursuant to the terms of the amended and restated memorandum and articles of association
and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, LLC on the effective date
of the Registration Statement, in order to extend the time available for the Company to consummate the initial business combination,
the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit
into the trust account $575,000 ($0.10 per share), on or prior to the date of the applicable deadline. The insiders will receive a non-interest
bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable
to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid
upon consummation of the Company’s initial business combination, or, at the lender’s discretion, converted upon consummation
of the business combination into additional private units at a price of $10.00 per unit. The Company’s shareholders have approved
the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time
of the consummation of the Company’s initial business combination. In the event that the Company receives notice from the Company’s
insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intends to issue a press release
announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release
the day after the applicable deadline announcing whether or not the funds had been timely deposited. The Company’s insiders and
their affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete the initial
business combination. To the extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate
the Company initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If
the Company is unable to consummate the Company’s initial business combination within such time period, the Company will, as promptly
as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata
portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account
and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts
as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of
dissolution and liquidation, the public rights will expire and will be worthless.
Accordingly, the Company may not be able to obtain
additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve
liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction,
and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable
terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a Business
Combination is not consummated by June 4, 2022. These unaudited condensed consolidated financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
NOTE 2 –
SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated
financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of
America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited,
but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating
results for the interim period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal
year ending June 30, 2022. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion
and Analysis, and the consolidated financial statements and notes thereto included in the Company’s Form 10-K/A for the fiscal year
ended June 30, 2021, filed with the SEC on December 22, 2021.
| ● | Principles of consolidation |
The condensed consolidated financial statements
include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the
Company and its subsidiaries are eliminated upon consolidation.
Subsidiaries are those entities in which the Company,
directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies,
to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
The accompanying condensed consolidated financial
statements reflect the activities of the Company and each of the following entities:
Name |
|
Background |
|
Ownership |
CVS X Limited (“CVSX”) |
|
A Cayman Island company Incorporated on May 11, 2021 |
|
100% Owned by Goldenbridge |
Smart CVS Limited (“SCL”) |
|
A Cayman Island company Incorporated on May 21, 2021 |
|
100% Owned by CVSX |
AgiiPlus Global Inc., (“PubCo”) |
|
A Cayman Island company Incorporated on August 6, 2021 |
|
100% Owned by Goldenbridge |
AgiiPlus Corporation Inc., (“Merger Sub”) |
|
A Cayman Island company Incorporated on August 25, 2021 |
|
100% Owned by Purchaser |
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an
emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences
in accounting standards used.
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
In preparing these consolidated financial statements
in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported expenses during
the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change
in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates.
● | Cash
and cash equivalents |
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of March 31, 2022 and June 30, 2021.
| ● | Cash and investments held in Trust Account |
At March 31, 2022 and June 30, 2021, the assets
held in the Trust Account are held in cash and US Treasury securities.
The Company classifies marketable securities as
available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities
are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive
income. The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired.
Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will
sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than
temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated
statements of operations and comprehensive income (loss).
The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing
Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The
assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability
pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether
the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net
cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This
assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly
period end date while the warrants are outstanding.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.
For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded
as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Warrants
was estimated using a Black-Scholes model (see Note 9).
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
| ● | Ordinary Shares Subject to Possible Redemption |
The Company accounts for its ordinary shares subject
to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary
shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally
redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary
equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature
certain redemption rights that are subject to occurrence of uncertain future events and considered to be outside of the Company’s
control. Accordingly, at March 31, 2022 and June 30, 2021, 5,750,000 and 5,750,000 ordinary shares subject to possible redemption, respectively,
are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance
sheets.
The Company complies with the requirements of
the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the
Public Offering and that were charged to shareholders’ equity upon the completion of the Public Offering.
| ● | Fair Value of Financial Instruments |
FASB ASC Topic 820 “Fair Value Measurements
and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the
buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach,
income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs,
which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable
and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market
data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that
the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three
levels based on the inputs as follows:
Level 1 — |
Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. |
|
|
Level 2 — |
Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. |
|
|
Level 3 — |
Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
The fair value of the Company’s certain
assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, and other current assets,
accrued expenses, due to sponsor are estimated to approximate the carrying values as of March 31, 2022 due to the short maturities of
such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring
basis.
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
| ● | Concentration of Credit Risk |
Financial instruments that potentially subject
the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the
Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the
Company is not exposed to significant risks on such accounts.
The Company complies with the accounting and reporting
requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting
and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the consolidated financial
statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws
and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established,
when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to
be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were
no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022. The Company is currently not aware
of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company calculates net loss per share in accordance
with ASC Topic 260, Earnings per Share. In order to determine the net income (loss) attributable to both the redeemable shares
and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares
and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid.
The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between
the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject
to possible redemption was considered to be dividends paid to the public stockholders As of March 31, 2022 the Company has not considered
the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 3,050,000 shares in the
calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the
inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that
could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted
loss per share is the same as basic loss per share for the period presented.
The net loss per share presented in the unaudited
condensed statements of operations is based on the following:
|
|
For the Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
Net loss |
|
$ |
(403,424 |
) |
|
$ |
(211,018 |
) |
Accretion of carrying value to redemption value |
|
|
(595,987 |
) |
|
|
(4,485,864 |
) |
|
|
$ |
(999,411 |
) |
|
$ |
(4,696,882 |
) |
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
| |
For the Nine Months Ended March 31, | |
| |
2022 | | |
2021 | |
Net loss | |
$ | (892,077 | ) | |
$ | (442,619 | ) |
Accretion of carrying value to redemption value | |
| (595,987 | ) | |
| (4,485,864 | ) |
| |
$ | (1,488,064 | ) | |
$ | (4,928,483 | ) |
| |
For the Three Months Ended March 31, | |
| |
2022 | | |
2021 | |
| |
Redeemable
Ordinary
shares | | |
Non-Redeemable
Ordinary
shares | | |
Redeemable
Ordinary
shares | | |
Non-Redeemable
Ordinary
shares | |
Basic and diluted net loss per share: | |
| | | |
| | | |
| | | |
| | |
Numerators: | |
| | | |
| | | |
| | | |
| | |
Allocation of net loss including carrying value to redemption value | |
$ | (759,506 | ) | |
$ | (239,905 | ) | |
$ | (3,678,223 | ) | |
$ | (1,018,659 | ) |
Accretion of carrying value to redemption value | |
| 595,987 | | |
| - | | |
| 4,485,864 | | |
| - | |
Allocation of net income (loss) | |
$ | (163,519 | ) | |
$ | (239,905 | ) | |
$ | 807,641 | | |
$ | (1,018,659 | ) |
Denominators: | |
| | | |
| | | |
| | | |
| | |
Weighted-average shares outstanding | |
| 5,750,000 | | |
| 1,816,250 | | |
| 5,616,071 | | |
| 1,555,333 | |
Basic and diluted net income (loss) per share | |
$ | (0.03 | ) | |
$ | (0.13 | ) | |
$ | 0.14 | | |
$ | (0.65 | ) |
| |
For the Nine Months Ended March 31, | |
| |
2022 | | |
2021 | |
| |
Redeemable
Ordinary
shares | | |
Non-Redeemable
Ordinary
shares | | |
Redeemable
Ordinary
shares | | |
Non-Redeemable
Ordinary
shares | |
Basic and diluted net loss per share: | |
| | |
| | |
| | |
| |
Numerators: | |
| | | |
| | | |
| | | |
| | |
Allocation of net loss including carrying value to redemption value | |
$ | (1,130,860 | ) | |
$ | (357,204 | ) | |
$ | (3,902,656 | ) | |
$ | (1,025,827 | ) |
Accretion of carrying value to redemption value | |
| 595,987 | | |
| - | | |
| 4,485,864 | | |
| - | |
Allocation of net income (loss) | |
$ | (534,873 | ) | |
$ | (357,204 | ) | |
$ | 583,208 | | |
$ | (1,025,827 | ) |
Denominators: | |
| | | |
| | | |
| | | |
| | |
Weighted-average shares outstanding | |
| 5,750,000 | | |
| 1,816,250 | | |
| 5,616,071 | | |
| 1,476,204 | |
Basic and diluted net loss per share | |
$ | (0.09 | ) | |
$ | (0.20 | ) | |
$ | 0.10 | | |
$ | (0.69 | ) |
Parties, which can be a corporation or individual,
are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.
| ● | Recent accounting pronouncements |
The Company has considered all new accounting
pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial
condition, or cash flows, based on the current information.
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
NOTE 3 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL
STATEMENTS
On April 12, 2021, the Acting Director of the
Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting
considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”).
Specifically, the SEC Statement focused on certain provisions that provided for potential changes to the settlement amounts dependent
upon the characteristics of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing the
Company’s warrants.
The Company previously accounted for its outstanding
Public Warrants (as defined in Note 5) issued in connection with its Public Offering (as defined in Note 5) as derivative liabilities.
The Company’s management evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts
in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial
instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the
warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common
stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to
the fair value of the warrant. After the evaluation of the provisions of the Public Warrants, the Company concluded that the Public
Warrants are indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 and should be classified
as components of equity. The Company previously accounted the Public Warrants as derivative liabilities instead of components of equity
did not have significant impact on the Company’s previously issued statements of operations and cash flows.
In addition, in preparation of the Company’s
audited financial statements as of and for the year ended June 30, 2021, the Company concluded it should restate its consolidated financial
statements to classify all common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s
guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption
provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent
equity. The Company had previously classified a portion of its common stock in permanent equity. Although the Company did not specify
a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would
cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the
underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company restated its previously
filed financial statements to classify all common stock as temporary equity and to recognize accretion from the initial book value to
redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable
shares of common stock resulted in charges against additional paid-in capital and accumulated deficit.
The following tables summarize the effect of the
restatement on each financial statement line item as of the dates, and for the period, indicated:
Adjustment #1 refer to reclassification of public
warrants from warrant liabilities to equity component.
Adjustment #2 refer to reclassification of all
public shares to temporary equity.
| |
As Previously Reported | | |
Adjustments #1 | | |
Adjustments#2 | | |
As Restated | |
Balance sheet as of June 30, 2021 | |
| | | |
| | | |
| | | |
| | |
Ordinary shares subject to possible redemption | |
$ | 50,547,744 | | |
$ | - | | |
$ | 6,952,256 | | |
$ | 57,500,000 | |
Ordinary shares | |
$ | 5,857,662 | | |
$ | - | | |
$ | (3,102,662 | ) | |
$ | 2,755,000 | |
Accumulated deficit | |
$ | (853,991 | ) | |
$ | - | | |
$ | (3,849,594 | ) | |
$ | (4,703,585 | ) |
Total shareholders’ equity (deficit) | |
$ | 5,000,005 | | |
$ | - | | |
$ | (6,952,256 | ) | |
$ | (1,952,251 | ) |
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
|
|
As
Previously
Reported |
|
|
Adjustments #1 |
|
|
Adjustments #2 |
|
|
As
Restated |
|
Statement of operations for the three months ended March 31, 2021 (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities |
|
$ |
(20,000 |
) |
|
$ |
10,000 |
|
|
$ |
- |
|
|
$ |
(10,000 |
) |
Net loss |
|
$ |
(221,018 |
) |
|
$ |
10,000 |
|
|
$ |
- |
|
|
$ |
(211,018 |
) |
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares |
|
|
1,962,294 |
|
|
|
- |
|
|
|
(406,961 |
) |
|
|
1,555,333 |
|
Basic and diluted net loss per share |
|
$ |
(0.11 |
) |
|
$ |
- |
|
|
$ |
(1.25 |
) |
|
$ |
(1.36 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the nine months ended March 31, 2021 (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities |
|
$ |
(20,000 |
) |
|
$ |
10,000 |
|
|
$ |
- |
|
|
$ |
(10,000 |
) |
Net loss |
|
|
(452,619 |
) |
|
$ |
10,000 |
|
|
$ |
- |
|
|
$ |
(442,619 |
) |
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares |
|
|
1,609,961 |
|
|
|
- |
|
|
|
(133,757 |
) |
|
|
1,476,204 |
|
Basic and diluted net loss per share |
|
$ |
(0.28 |
) |
|
$ |
- |
|
|
$ |
(1.91 |
) |
|
$ |
(2.19 |
) |
|
|
As |
|
|
|
|
|
|
|
|
|
Previously |
|
|
|
|
|
As |
|
|
|
Reported |
|
|
Adjustments |
|
|
Restated |
|
|
|
|
|
|
|
|
|
|
|
Statement of cash flows for the nine months ended March 31, 2021 (unaudited) |
|
|
|
|
|
|
|
|
|
Initial classification of ordinary shares subject to possible redemption |
|
$ |
51,086,880 |
|
|
$ |
5,731,301 |
|
|
$ |
56,818,181 |
|
Reclassification of shares subject to redemption |
|
$ |
539,136 |
|
|
$ |
(539,136 |
) |
|
$ |
- |
|
Allocation of offering costs to ordinary shares subject to possible redemption |
|
$ |
- |
|
|
$ |
3,804,045 |
|
|
$ |
3,804,045 |
|
Accretion of carrying value to redemption value |
|
$ |
- |
|
|
$ |
(4,485,864 |
) |
|
$ |
(4,485,864 |
) |
NOTE 4 — CASH AND INVESTMENT HELD IN
TRUST ACCOUNT
As of March 31, 2022, investment securities in
the Company’s Trust Account consisted of $58,095,838 in United States Treasury Bills and $149 in cash. As of June 30, 2021, investment
securities in the Company’s Trust Account consisted of $57,496,825 in United States Treasury Bills and $2,326 in cash The Company
classifies its United States Treasury securities as available-for-sale. Available-for-sale marketable securities are recorded at their
estimated fair value on the accompanying March 31, 2022 balance sheet. The carrying value, including gross unrealized holding gain as
other comprehensive income and fair value of held to marketable securities on March 31, 2022 and June 30, 2021 are as follows:
| |
Carrying
Value as of March 31,
2022 (unaudited) | | |
Gross Unrealized
Holding Gain | | |
Fair Value as of
March 31,
2022 (unaudited) | |
| |
| | |
| | |
| |
Available-for-sale marketable securities: | |
| | | |
| | | |
| | |
U.S. Treasury Securities | |
$ | 58,087,825 | | |
$ | 8,013 | | |
$ | 58,095,838 | |
| |
Carrying Value
as of June 30,
2021 (audited) | | |
Gross Unrealized
Holding Loss | | |
Fair Value as of
June 30,
2021 | |
| |
| | |
| | |
| |
Available-for-sale marketable securities: | |
| | | |
| | | |
| | |
U.S. Treasury Securities | |
$ | 57,500,491 | | |
$ | (3,666 | ) | |
$ | 57,498,275 | |
NOTE 5 –
INITIAL PUBLIC OFFERING
On March 4, 2021, the Company sold 5,000,000 units
at a price of $10.00 per Public Unit in the Public Offering. Each Public Unit consists of one ordinary share of the Company, no par value
per share (the “Public Shares”), one right (the “Public Rights”) and one redeemable warrant (the “Public
Warrants”). Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation of an initial
Business Combination. Each Public Warrant entitles the holder to purchase one-half (1/2) of one ordinary share, and each ten rights entitle
the holder thereof to receive one ordinary share at the closing of a business combination. In addition, the Company has granted Maxim
Group LLC, the underwriter of the Public Offering, a 45-day option to purchase up to 750,000 Public Units solely to cover over-allotments.
On March 9, 2021, the underwriters exercised the option in full of 750,000 units at a price of $10.00 per unit.
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
If the Company does not complete its Business
Combination within the necessary time period described in Note 1, the Public Rights will expire and be worthless. Since the Company is
not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial Business Combination, the
Management determined that the Rights are classified within shareholders’ equity as “Additional paid-in capital” upon
their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Rights based on the relative
fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights will be based on the closing
price paid by investors.
The Company paid an upfront underwriting discount
of $1,437,500 (2.5%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee of
$2,012,500 (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of
the Business Combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely
in the event the Company completes its Business Combination. In the event that the Company does not close the Business Combination, the
underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred
Discount.
On March 5, 2021, Maxim Group, LLC exercised their
right to acquire option to purchase up to a total of 287,500 units (the “Unit Purchase Option”) at $11.50 per unit for $100.
As of March 31, 2022, the Unit Purchase Option has not been exercised.
NOTE 6 – PRIVATE PLACEMENT
Simultaneously with the closing of the Public
Offering, the Company consummated a private placement of 350,000 Private Units, at $10.00 per unit, purchased by the Sponsor.
The Private Units are identical to the units sold
in the Public Offering except that the private warrants will be non-redeemable and may be exercised on a cashless basis.
NOTE 7 – RELATED PARTY TRANSACTIONS
Founder and
Additional Shares
In August 2019, 10,000 shares were sold. In September
2020, the Company issued another 1,427,500 ordinary shares resulting in an aggregate of 1,437,500 ordinary shares (the “Founder
Shares”) outstanding to our initial shareholders, for an aggregate purchase price of $25,000, or approximately $0.017 per share.
All share and per share information have been retroactively adjusted to reflect the share split. The Founder Shares include an aggregate
of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised
in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Initial Public Offering
(assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and
underlying securities). In January 2021, the Sponsor transferred 300,000 of its insider shares to Golden Bridge Holding, LLC, 606,061
shares to Scienjoy Inc., 30,000 shares to Lucky Link International Limited and 60,606 shares to Can Wu.
The initial shareholders have agreed not to transfer,
assign or sell any of the founder shares (except to certain permitted transferees) until (1) with respect to 50% of the founder shares,
the earlier of six months after the completion of a Business Combination and the date on which the closing price of the ordinary shares
equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing after a Business Combination and
(2) with respect to the remaining 50% of the founder shares, six months after the completion of a Business Combination, or earlier, in
either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction
which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other
property.
Amounts due
to related parties
As of March 31, 2022 and June 30, 2021, the balances
due to related parties were $14,981 and $9,981, respectively. The balance is unsecured, interest-free and has no fixed terms of repayment.
Administrative Services Agreement
The Company is obligated, commencing from June
1, 2020, to pay Golden Bridge Capital Limited, which is also owned by Mr. Jining Li, the Company’s director and also the affiliate
of the Sponsor, a monthly fee of $10,000 for general and administrative services. This agreement will terminate upon completion of the
Company’s business combination or the liquidation of the trust account to public shareholders.
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
Related Party
Extensions Loan
The Company will have until 12 months from the
consummation of the Initial Public Offering to consummate the initial Business Combination. However, if the Company anticipates that the
Company may not be able to consummate the initial Business Combination within 12 months, the Company may, but is not obligated to, extend
the period of time to consummate a Business Combination three times by an additional three months each time (for a total of up to 21 months
to complete a Business Combination). Pursuant to the terms of our amended and restated memorandum and articles of association and the
trust agreement to be entered into between us and Continental Stock Transfer & Trust Company, in order to extend the time available
for us to consummate our initial Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance
notice prior to the applicable deadline, must deposit into the Trust Account $575,000 ($0.10 per share), on or prior to the date of the
applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit
that will not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the Trust
Account to do so. Such notes would either be paid upon consummation of our initial Business Combination, or, at the lender’s discretion,
converted upon consummation of our Business Combination into additional private units at a price of $10.00 per unit.
On February 22, 2022, the Company issued an unsecured
promissory note, in an amount of $575,000, to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in
order to extend the amount of available time to complete a business combination until June 4, 2022. The Notes are non-interest bearing
and are payable upon the closing of a business combination. In addition, the Notes may be converted, at the lender’s discretion,
into additional Private Units at a price of $10.00 per unit. As of March 31, 2022 and June 30, 2021, the note payable balance of $575,000
and $0, respectively.
Director’s Remuneration
The Company is obligated, commencing from June
1, 2020, to pay Yongsheng Liu, which is our CEO, a monthly fee of HK$50,000 for his service to the Company.
NOTE 8 –
SHAREHOLDER’S DEFICIT
Ordinary shares
The Company is authorized to issue unlimited ordinary
shares with no par value. Holders of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2022, there
were 1,816,250 ordinary shares issued and outstanding (excluding 5,750,000 shares subject to possible redemption).
Accumulated Other Comprehensive Income (Loss)
The table below presents the changes in accumulated
other comprehensive income (loss) (“AOCI”), including the reclassification out of AOCI.
| |
Available-for-sale
securities | |
Balance as of July 1, 2021 | |
$ | (3,666 | ) |
Other comprehensive gain before reclassifications | |
| 6,507 | |
Amounts reclassified from AOCI into interest income | |
| (1,509 | ) |
Balance as of September 30, 2021 | |
$ | 1,332 | |
Other comprehensive gain before reclassifications | |
| 7,268 | |
Amounts reclassified from AOCI into interest income | |
| (4,782 | ) |
Balance as of December 31, 2021 | |
| 3,818 | |
Other comprehensive gain before reclassifications | |
| 8,013 | |
Amounts reclassified from AOCI into interest income | |
| (3,818 | ) |
Balance as of March 31, 2022 | |
$ | 8,013 | |
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
Warrants
Each public warrant entitles the holder thereof
to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share, subject to adjustment as described in this prospectus.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only
an even number of warrants may be exercised at any given time by a warrant holder.
No public warrants will be exercisable for cash
unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants
and a current prospectus relating to such ordinary shares. It is the Company’s current intention to have an effective and current
registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary
shares in effect promptly following consummation of an initial business combination.
Notwithstanding the foregoing, if a registration
statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days following the consummation
of our initial business combination, public warrant holders may, until such time as there is an effective registration statement and during
any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to
an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares
underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the
ordinary shares for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to
purchase 150 shares and the fair market value on the date prior to exercise was $15, that holder would receive 35 shares without the payment
of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants
on a cashless basis.
The warrants will become exercisable on the later
of the completion of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary
of our completion of an initial business combination, or earlier upon redemption.
The Company may redeem the outstanding warrants
(including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC), in whole and not in part,
at a price of $0.01 per warrant:
| ● | at any time while the Public Warrants
are exercisable, |
| ● | upon not less than 30 days’
prior written notice of redemption to each Public Warrant holder, |
| ● | if, and only if, the reported
last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending
on the third trading day prior to the notice of redemption to Public Warrant holders, and |
| ● | if, and only if, there is a current
registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption
and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
If the foregoing conditions are satisfied and
the Company would issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption
date. However, the price of the ordinary shares may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per
full share after the redemption notice is issued and not limit our ability to complete the redemption.
The redemption criteria for the warrants have
been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide
a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as
a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
Rights
Except in cases where the Company is not the surviving
company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of an ordinary share upon
consummation of a Business Combination, even if the holder of a Public Right converted all ordinary shares held by him, her or it in connection
with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect
to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business
Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth
(1/10) of a share underlying each Public Right upon consummation of a Business Combination. No additional consideration will be required
to be paid by a holder of Public Rights in order to receive his, her or its additional ordinary shares upon consummation of a Business
Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).
If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the
definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders of ordinary
shares will receive in the transaction on an as-converted into ordinary shares basis.
The Company will not issue fractional shares in
connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed
in accordance with the applicable provisions of the British Virgin Islands law. As a result, the holders of the Public Rights must hold
rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the
Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust
Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution
from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire
worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation
of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights
may expire worthless.
NOTE 9 –
FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
The following
table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of
March 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
| |
March 31, 2022 | | |
Quoted Prices
In Active
Markets | | |
Significant
Other
Observable
Inputs | | |
Significant
Other
Unobservable
Inputs | |
Description | |
(Unaudited) | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Assets: | |
| | |
| | |
| | |
| |
U.S. Treasury Securities held in Trust Account* | |
$ | 58,095,838 | | |
$ | 58,095,838 | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant liabilities | |
$ | 810,000 | | |
$ | - | | |
$ | - | | |
$ | 810,000 | |
| |
June 30, | | |
Quoted Prices In Active Markets | | |
Significant Other Observable Inputs | | |
Significant Other Unobservable Inputs | |
Description | |
2021 | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Assets: | |
| | |
| | |
| | |
| |
U.S. Treasury Securities held in Trust Account* | |
$ | 57,496,825 | | |
$ | 57,496,825 | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant liabilities | |
$ | 740,000 | | |
$ | - | | |
$ | - | | |
$ | 740,000 | |
| * | included in cash and investments
held in trust account on the Company’s unaudited condensed consolidated balance sheet. |
The private warrants are accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets.
The Company established the initial fair value
for the private warrants at $770,000 on March 4, 2021, the date of the Company’s Initial Public Offering, using a Black-Scholes
model. The Company allocated the proceeds received from the sale of Private Units, first to the private warrants based on their fair values
as determined at initial measurement, with the remaining proceeds recorded as ordinary shares subject to possible redemption, and ordinary
shares based on their relative fair values recorded at the initial measurement date. The warrants were classified as Level 3 at the initial
measurement date due to the use of unobservable inputs.
The key inputs into the binomial model and Black-Scholes
model were as follows at their measurement dates:
| |
March 31,
2022 | | |
June 30,
2021 | |
Input | |
| | |
| |
Share price | |
$ | 10.04 | | |
$ | 9.98 | |
Risk-free interest rate | |
| 2.42 | % | |
| 0.87 | % |
Volatility | |
| 56 | % | |
| 55 | % |
Exercise price | |
$ | 11.50 | | |
$ | 11.50 | |
Warrant life | |
| 5 years | | |
| 5 years | |
As of March 31, 2022 and June 30, 2021, the aggregate
value of the Private Warrants was $0.81 and 0.74 million, respectively. The change in fair value from June 30, 2021 to March 31, 2022
was approximately $(70,000).
To the extent that valuation is based on models
or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the
inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used
had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value
is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of the Private Warrant liability for which there
is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes
in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates
or assumptions and recorded as appropriate.
NOTE 10
– COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
Management is currently evaluating the impact
of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect
on the Company’s future financial position, results of its operations and/or search for a target company, there has been a significant
impact as of the date of these financial statements. The financial statements do not include any adjustments that might result from the
future outcome of this uncertainty.
GOLDENBRIDGE ACQUISITION
LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
Registration Rights
The holders of the Founder Shares, the Private
Placement Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans
(and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior
to or on the effective date of the Proposed Public Offering. The holders of a majority of these securities will be entitled to make up
to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these
registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow.
The holders of a majority of the Private Placement Warrants and warrants issued in payment of Working Capital Loans made to the Company
(or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination.
In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed
subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any
such registration statements.
Deferred Underwriter Compensation
The Company is committed to pay the Deferred Discount
of 3.5% of the gross offering proceeds, in the amount of $2,012,500 of the Public Offering, to the underwriter upon the Company’s
consummation of the Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and has waived
its right to receive the Deferred Discount if the Company does not close a Business Combination.
Unit Purchase Option
The Company sold to Maxim for $100, an option
to purchase 287,500 units exercisable, at $11.50 per unit commencing at any time between the first and fifth anniversary of the effective
date of the registration statement relating to its initial public offering. The purchase option may be exercised for cash or on a cashless
basis, at the holder’s option, and expires on March 4, 2026. The option and the units, as well as the ordinary shares and warrants
to purchase ordinary shares that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject
to a lock-up for a period of 180 days immediately following the effective date of the registration statement of which this prospectus
forms a part or the commencement of sales in the Public Offering pursuant to Rule 5110(g)(1) of FINRA’s Rules, during which time
the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put
or call transaction that would result in the economic disposition of the securities. Additionally, the option may not be sold, transferred,
assigned, pledged or hypothecated prior to March 4, 2022 except to any underwriters and selected dealer participating in the offering
and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five
and seven years, respectively, from the effective date of the registration statement of which forms a part with respect to the registration
under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. We will bear all fees and expenses
attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise
price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock
dividend, or recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary
shares at a price below its exercise price.
Right of First Refusal
Subject to certain conditions, the Company granted
Maxim, for a period of 15 months after the date of the consummation of the business combination, a right of first refusal to act as lead
underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal, 30% of the economics,
for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first
refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus
forms a part.
NOTE 11
– SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent
Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date
but before the unaudited financial statements are issued, the Company has evaluated all events or transactions that occurred after March
31, 2022 up through May 16, 2022 was the Company issued the unaudited condensed consolidated financial statements.
On May 2,
2022, the Company, AgiiPlus Inc. and AgiiPlus Inc.’s shareholders (the “Parties”)
entered into a Termination and Fee Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Parties
agreed to mutually terminate the Merger Agreement, subject to the representations, warranties, conditions and covenants set forth in the
Termination Agreement. In conjunction with the termination of the Merger Agreement, the Additional Agreements (as defined in the Merger
Agreement) (including the Shareholder Supporting Agreements) have also been terminated in accordance with their respective terms as of
May 2, 2022, the Termination Date.