Merger GBRGU

Auto Services Group Limited Announces Merger Agreement with Goldenbridge Acquisition Limited to Become a Publicly Traded Company on Nasdaq

, SPAC Research

Auto Services Group Limited (“SunCar”), a leading provider of digitalized auto services and auto insurance through Sun Car Online Insurance Agency Co., Ltd., an indirect majority owned subsidiary in Shanghai, announced that on May 23, 2022, it has entered into a definitive merger agreement for a business combination with Goldenbridge Acquisition Limited (Nasdaq: GBRG, GBRGU, GBRGW, GBRGR), a British Virgin Islands special purpose acquisition company.

Founded in 2012, SunCar is a leading provider of digital platforms of comprehensive automotive services and market-wide auto insurance products in China. The Company provides one-stop, fully digitized, on-demand automotive service systems to help clients build up their membership marketplace and serve end customers with high customer satisfaction. SunCar auto services covers over 300 types of regular maintenance as well as reserved services such as car wash, oil change, tire repair, car beautification, road assistance, flight pickup, designated driving, VIP lounge, etc. The Company also provides full-spectrum auto insurance products via highly efficient insurance technology applications.

Under the terms of the Merger Agreement, Goldenbridge’s wholly owned subsidiary, SunCar Technology Group, will acquire SunCar Technology Group, resulting it being a listed company on the Nasdaq Capital Market. The current management team of SunCar will continue to run the Company after the 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. Other than that, 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.

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.

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