Goldenbridge Acquisition Ltd
GBRG · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from Newbridge Acquisition (Liu Yongsheng), listed on Nasdaq in March 2021.
- What it's doing now
- It agreed to buy Auto Services Group Limited (SunCar), an Online automotive after-sales services and online auto insurance intermediation in China company. The deal valued that business at about $800M. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- Auto Services Group Limited (SunCar)
- Industry
- Online automotive after-sales services and online auto insurance intermediation in China
- Deal value
- $800M
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 2 March 2021
- size not on file · 100.0% of each $10 unit into trust
- Headquarters
- 15/F, AUBIN HOUSE, WANCHAI,, K3, 00000
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Liu Yongsheng (Chief Executive Officer) · Li Jining (Director) · Choi Kinpui (Director)
- Listed securities
- GBRG common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
1 dated milestoneEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 2 March 2021IPOpassed
IPO size not on file
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- closedSEC primary
The score
deterministic, from filed fieldsGBRG is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Goldenbridge Acquisition Ltd (GBRG) was a blank-check company whose common stock traded on the Nasdaq Stock Market under the ticker GBRG. The company priced its initial public offering on March 2, 2021, as reflected in a 424B prospectus filed with the SEC. Its lifecycle is closed: it completed a business combination and the vehicle no longer files. The closing is established by a Form 25 filed on May 17, 2023, under 17 CFR 240.12d2-2(a)(3), indicating that the shares came to evidence other securities in substitution therefor. The ticker GBRG appears on the cover page of an 8-K filed on April 14, 2023.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
The projections in question were in the proxy that shareholders voted on for the SunCar merger on April 14, 2023, and this correction is furnished on May 12, 2023 — after the vote. The company states plainly that its target cannot meet the first year of the five-year forecast used to market the transaction, and that no updated forecast will be provided. A holder relying on the proxy's numbers has been told by the issuer not to.
Every shareholder condition for the business combination is now satisfied, and the margins are near-unanimous among those who voted. The operationally important sentence is the last one: the company states it plans to close as soon as possible and WILL CONTINUE TO ACCEPT REVERSAL OF REDEMPTION REQUESTS UNTIL CLOSING, so the redemption figure was still moving when this report was filed and no final count is stated here.
An $800 million share consideration against an $18.8 million trust means GBRG public holders would own roughly 2% of the combined company even before redemptions — the SunCar shareholders take essentially all of it, and the Class B block of 49.6 million shares concentrates voting control further. Converting the trust to cash in October 2022 removed mark-to-market risk. The redemption right, backed by $18.8 million of cash, is the certain alternative.
The target, not the sponsor, is funding the extension — up to $1,725,000 from SunCar — which is a meaningful signal of the counterparty's commitment and adds real value to the trust for holders who stay. Set against that, an $800,000,000 consideration paid in 80,000,000 shares leaves GBRG public holders a small fraction of the combined company. Redeeming at the pro rata trust portion avoids that dilution.
Full over-allotment exercise lifts GBRG's raise to 5,750,000 public units, increasing the trust and the share count that any per-share trust figure divides by.
Fixes GBRG's trust at $10.00 per public share on a $50 million raise, with related-party payables already sizeable relative to the tiny operating budget.
Show 2 more material filings
A $50 million BVI SPAC with a 6% gross spread and a rights sweetener — the right converts to shares at closing regardless of price, so it is real dilution to any target.
Read this as the draft, not the deal: an S-1 states what the registrant proposed, and the 424B4 that follows is what was sold. As proposed, the clock is 12 months, extendable in three-month steps to 21 months, each step requiring the insiders to deposit $500,000 - $0.10 per share - five days before the deadline, with no shareholder vote. The warrant call trigger is $16.50, not $18.00, and the document names it the Force-Call Provision. The trust protections can be amended by 50% of the shares attending and voting, not 65%.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
- What changed vs 2023-02-16trust $58.8M → $58.8M -0%deadline 2023-03-04 → 2023-06-04
trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $58.8M$58.8M
- Combination deadline
- 2023-03-042023-06-04
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus on opportunities in the artific… · unchanged
- Redeemable shares
- 1.75M · unchanged
SpacBrain reads this as $1,048 left the trust between the two filings.
The clause …“2022 (Level 1) (Level 2) (Level 3) (Audited) Assets: U.S. Treasury Securities held in Trust Account* $ 58,753,500 $ 58,753,500 $ - $ - Liabilities: Warrant liabilities $ 840,000 $ - $ - $ 840,000 * included in cash and investments held”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“doubt about the Company’s ability to continue as a going concern if a Business Combination is not consummated by June 4, 2023. These unaudited consolidated financial statements do not include any adjustments relating to the”…
The clause …“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, 2023 or September 4, 2023”…
The clause …“of the Company’s control. Accordingly, at March 31, 2023 and June 30, 2022, 1,745,613 and 5,750,000 ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 7.01 (Regulation FD): Goldenbridge Acquisition discloses that the SunCar projections for the years ending December 31, 2022 through December 31, 2026 on pages 105-106 of the proxy statement, prepared on July 8, 2022, cannot be met. It states that because of COVID-19 lockdowns in China during 2022, SunCar's management has indicated it is not able to meet its original 2022 projections, that actual results over the projected periods could be materially different, and that the projections SHOULD NOT BE RELIED UPON. SunCar has not updated them and does not intend to. Why it matters: The projections in question were in the proxy that shareholders voted on for the SunCar merger on April 14, 2023, and this correction is furnished on May 12, 2023 — after the vote. The company states plainly that its target cannot meet the first year of the five-year forecast used to market the transaction, and that no updated forecast will be provided. A holder relying on the proxy's numbers has been told by the issuer not to.
Show the other 10 filings
What changed: Item 5.07: At Goldenbridge Acquisition's extraordinary general meeting on April 14, 2023, holders of 3,059,941 ordinary shares — 85.91% of shares outstanding on the March 24, 2023 record date — were present, constituting a quorum. Shareholders approved all five proposals: the Reincorporation Merger, Acquisition Merger, Nasdaq, Pre-Merger Charter Amendment and PubCo Charter proposals, each carried 3,030,295 for and 29,646 against with no abstentions or broker non-votes, except the Nasdaq Proposal at 3,030,285 for and 29,656 against. Why it matters: Every shareholder condition for the business combination is now satisfied, and the margins are near-unanimous among those who voted. The operationally important sentence is the last one: the company states it plans to close as soon as possible and WILL CONTINUE TO ACCEPT REVERSAL OF REDEMPTION REQUESTS UNTIL CLOSING, so the redemption figure was still moving when this report was filed and no final count is stated here.
What changed: Goldenbridge Acquisition Limited called an Extraordinary General Meeting for April 14, 2023 at 10:00 a.m. Eastern time, virtual, on its merger agreement dated May 23, 2022 with Auto Services Group Limited (SunCar). As of March 23, 2023 the trust account held approximately $18,837,901, and the GBRG Ordinary Share last traded at $10.58; the trust was converted entirely into cash on or about October 4, 2022. Why it matters: An $800 million share consideration against an $18.8 million trust means GBRG public holders would own roughly 2% of the combined company even before redemptions — the SunCar shareholders take essentially all of it, and the Class B block of 49.6 million shares concentrates voting control further. Converting the trust to cash in October 2022 removed mark-to-market risk. The redemption right, backed by $18.8 million of cash, is the certain alternative.
What changed vs 2022-10-21going concern APPEAREDgoing-concern doubt, trust account, mandate language +21 moved · 4 with no prior record of ours
- Going-concern doubt
- not statedstated
- Trust account
- not previously extracted$58.8M
- Mandate language
- not previously extractedthe Company intends to focus on opportunities in the artific…
- Redeemable shares
- not previously extracted5.75M
- Combination deadline
- 2023-09-04 · unchanged
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern if a business combination is not consummated by June 4, 2023 (or up to September 4, 2023,”…
The clause …“interest income). As of June 30, 2022, we had cash and marketable securities held in the Trust Account of $58,754,548. As of December 31, 2022, we had cash of $ $59,738 outside of the Trust Account. As of June 30, 2022, we had cash of”…
The clause …“be outside of the Company’s control. Accordingly, at June 30, 2022 and 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”…
The clause …“three times for three additional months each time from December 4, 2022 to September 4, 2023. On November 23, 2022, 4,004,387 GBRG Shares were redeemed by a number of shareholders at a price of approximately $10.3877 per share, in an”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-11-16trust $59.6M → $58.8M -1%deadline 2022-12-04 → 2023-03-04shares 5.75M → 1.75M -70%
trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $59.6M$58.8M
- Combination deadline
- 2022-12-042023-03-04
- Redeemable shares
- 5.75M1.75M
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus on opportunities in the artific… · unchanged
SpacBrain reads this as $836,302 left the trust between the two filings.
The clause …“(Audited) (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 58,754,548 $ 58,754,548 $ - $ - Liabilities: Warrant liabilities $ 840,000 $ - $ - $ 840,000 * included in cash and investments held”…
SpacBrain reads this as 90 days later than the previous record.
The clause …“doubt about the Company’s ability to continue as a going concern if a Business Combination is not consummated by March 4, 2023. These unaudited consolidated financial statements do not include any adjustments relating to the”…
SpacBrain reads this as 4,004,387 shares are no longer redeemable.
The clause …“the Company’s control. Accordingly, at December 31, 2022 and June 30, 2022, 1,745,613 and 5,750,000 ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity”…
The clause …“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 March 4, 2023 or September 4,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Extension reliance: 1 extension vote across 3 in-DB vehicles (0.3 per vehicle; 3+ scores zero).
Mixed record · low confidence
- Goldenstone Acquisition Ltd. · 2021Terminated
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
Unit: U = S + W + R/10 · 100.0% of the $10 unit
from 424B4 0001213900-21-012836
Trading & liquidity
Company profile
Directors & officers
- Liu YongshengChief Executive Officer
- Li JiningDirector
- Choi KinpuiDirector
- ALTMAN JEFFREY A10% owner
- Chen Ray LeiChief Operating Officer
- Chen Michael E.Director
- Franco Claude P.Director
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
9 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Owl Creek Asset Management, L.P.with 1 other reporting person on the same schedule13.6% · SC 13GFeb 9, 2023 stale
- Li Jiningwith 1 other reporting person on the same schedule13.2% · SC 13GFeb 10, 2023 stale
- Scienjoy Holding Corpwith 1 other reporting person on the same schedule9.2% · SC 13GMar 10, 2021 stale
- MIZUHO FINANCIAL GROUP INC6.0% · SC 13GFeb 14, 2022 stale
- Feis Lawrence Michaelwith 1 other reporting person on the same schedule4.0% · SC 13G/AOct 7, 2022 stale
- ATW SPAC MANAGEMENT LLCwith 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 14, 2023 stale
- BOOTHBAY FUND MANAGEMENT, LLCwith 1 other reporting person on the same schedule0.0% · SC 13G/AJan 24, 2023 stale
- Karpus Management, Inc.0.0% · SC 13G/ADec 9, 2022 stale
- Space Summit Capital LLCnot stated · SC 13G/AFeb 2, 2022 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
38 full SEC filing texts archived — searchable, never lost.
- Vault note — GBRG (Goldenbridge Acquisition Ltd)
vault-note · /vault/tickers/GBRG
- Vault deal note — Auto Services Group Limited (SunCar) (GBRG)
vault-note · /vault/deals/auto-services-group-limited-suncar
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail6 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001213900-21-012836 priced 2021-03-02; common ticker GBRG off 8-K 0001213900-23-029890 (2023-04-14); lifecycle EXITED. Ending PROVEN, not inferred: CLOSED per Form 25 0001354457-23-000356 (2023-05-17) — Form 25 filed under 17 CFR 240.12d2-2(a)(3) — the rule for securities that "have come to evidence other securities in substitution therefor", i.e. the shares became the successor's (class: right; unit). ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
warrantStrike=11.5, rightShareRatio=0.1 from the definitive prospectus (0001213900-21-012836). NOT FILLED: warrantCallPrice — no stated candidate; unitSeparationDays — no stated candidate
sponsor "Owl Creek Asset Management, L.P." (SEC CIK 0001313756) sourced from Form 3 reportingOwner (10% owner) acc 0000902664-22-005058.
AI-extracted target (z-ai/glm-5.2, conf 0.95)
target recovered for a completed de-SPAC; no agreement-naming filing on file, so announcedAt is NULL rather than guessed
entity created from the filed target name; no About paragraph on file, so every other field awaits a sourced read