Upon Completion of the Merger, the Merged Corporation is Predicted to Trade on Nasdaq
● Vehicle Companies Team Minimal (“SunCar”) is a major company of digital platforms of comprehensive automotive products and services and market-broad car coverage solutions in China.
● SunCar produced revenues of roughly US$250 million in 2021 (unaudited)1, and its income has a compounded annual development level of 32{1b90e59fe8a6c14b55fbbae1d9373c165823754d058ebf80beecafc6dee5063a} from 2015 to 2021. Revenues in 2021 improved by 4.6{1b90e59fe8a6c14b55fbbae1d9373c165823754d058ebf80beecafc6dee5063a} comparing to those in 2020.
● The proposed transactions value the combined company at an estimated company price on a professional-forma basis of about US$858 million, assuming no redemptions from the believe in account.
Shanghai, China, Might 26, 2022 (Globe NEWSWIRE) — Auto Solutions Group Constrained (“SunCar” or the “Company”), a primary service provider of digitalized automobile providers and car insurance by means of Sun Car On line Coverage Company Co., Ltd., an oblique bulk owned subsidiary in Shanghai, announced that on May well 23, 2022, it has entered into a definitive merger agreement (the “Merger Agreement”) for a company blend with Goldenbridge Acquisition Limited (“Goldenbridge”) (Nasdaq: GBRG, GBRGU, GBRGW, GBRGR), a British Virgin Islands particular reason acquisition corporation. On consummation of the transactions contemplated by the Merger Agreement, (i) Goldenbridge will reincorporate to the Cayman Islands by merging with SunCar Technologies Team Inc., a Cayman Islands exempted company and wholly owned subsidiary of Goldenbridge (“SunCar Know-how Group”), and (ii) concurrently, SunCar Engineering World-wide Inc. (“SunCar Technological innovation Global”), a Cayman Islands exempted firm and wholly owned subsidiary of SunCar Technological innovation Team, will be merged with and into SunCar, resulting in SunCar getting to be a wholly owned subsidiary of SunCar Technological know-how Group. Upon the closing of the transactions, the combined enterprise is expected to be Nasdaq-stated.
Founded in 2012, SunCar is a major supplier of electronic platforms of complete automotive expert services and marketplace-huge automobile coverage merchandise in China. The Firm supplies a person-halt, totally digitized, on-need automotive provider methods to help customers establish up their membership market and serve close consumers with higher buyer satisfaction. SunCar automobile solutions addresses in excess of 300 sorts of normal upkeep as perfectly as reserved expert services this kind of as car or truck wash, oil change, tire maintenance, motor vehicle beautification, road support, flight pickup, selected driving, VIP lounge, and many others. The Corporation also provides whole-spectrum automobile insurance policy goods by means of extremely successful insurance policy technologies apps.
SunCar has been lively in the automotive services sector for more than 10 years, attaining deep insights and powerful market understanding to differentiate and satisfy the increasing requires of motor vehicle homeowners all about China. The Company has designed up sustainable aggressive gain with a extensive B2B customer network of above 40,000 automobile service suppliers in in excess of 2,500 districts and counties, processing more than 76 million orders of products and services in the previous 5 years. The Enterprise has also engaged with in excess of 70 insurance plan organizations, building 6.2 million insurance coverage policies as a result of more than 47,000 product sales companions in the previous five many years.
All the services and insurance coverage insurance policies are processed via around 700 unbiased digital methods automatic by an close-to-stop system. The very secured SunCar Cloud and Multi-Tenant SaaS bear millions of transactions just about every thirty day period with productive and stable efficiency.
The Business constantly would make lengthy-time period investments in know-how and presents modular and revolutionary user experiences for its business clients as perfectly as their end buyers.
China’s automotive industry is escalating quick with strong tailwinds, leaving a substantial but remarkably fragmented right after-gross sales and vehicle insurance policies sector. SunCar performs an significant role in integrating, digitizing and redistributing the tailor-made support to each individual consumer in almost just about every corner of China.
With the immediate growth of electric powered motor vehicles (“EV”), the automotive business is shifting to a more powerful concentration on services practical experience by way of online electronic purposes. SunCar is now carefully engaging lots of emerging and proven players in the EV benefit chain to blaze a path in the emerging EV company industry.
Management Estimates
“With our core mission to search for a substantial-effects and technological know-how-driven company, I was incredibly happy to locate SunCar. We’re pretty amazed by the organization overall performance as perfectly as the systems supporting comprehensive on-demand from customers expert services and on-line insurance. Considering that the automotive marketplace is starting off to set additional emphasis on car or truck owner services, we think that SunCar is decided to expand more substantial in this substantial and attractive marketplace.” mentioned Yongsheng Liu, Chairman of Goldenbridge. “I glimpse forward to this partnership that will enable us to collaboratively create higher price for all.”
Ye Zaichang, founder of SunCar, commented: “SunCar has been growing with China’s automotive marketplace for a decade. We’ve turned our prosperity of insights and experience into technologies-driven solutions, encouraging our clients fulfill their close customers’ demand from customers with comprehensive on-demand products and services. Our modern insurance policy technology has distributed products from significant insurers to clients highly successfully. With the electrification of automotive field, SunCar has actively invested in and closely engaged with emerging and founded electric cars players to produce new company lines and excellent user experience. We are delighted to companion with Goldenbridge given that we share the similar visions about the marketplace and the technologies. We are very assured that the Goldenbridge workforce can assistance us understand our formidable small business vision and thrive in the prolonged run.”
Essential Transaction Terms
Underneath the phrases of the Merger Settlement, Goldenbridge’s wholly owned subsidiary, SunCar Technological know-how Group, will purchase SunCar Technological innovation Group, ensuing it staying a outlined organization on the Nasdaq Capital Industry. The present-day administration workforce of SunCar will carry on to operate the Business immediately after the transaction. Upon effectiveness of these types of transactions, SunCar’s shareholders and management (“SunCar Shareholders”) hope to acquire 80 million common shares of SunCar Technological innovation Group. Shares held by this kind of SunCar Shareholders will be issue to lock-up agreements for a period of time of 12 months next the date the transactions shut, matter to specific exceptions. Other than that, specified key individuals of the Company are suitable to receive more regular Shares matter to the Company reaching specified functionality milestones.
The proposed transactions contemplated by the Merger Agreement benefit the combined enterprise at an believed equity worth on a pro-forma basis of close to US$858 million, assuming no redemptions from the belief account.
The description of the transactions contained herein is only a summary and is skilled in its entirety by reference to the Merger Arrangement relating to the transactions, a copy of which will be furnished by Goldenbridge with the SEC as an exhibit to a Recent Report on Sort 8-K.
Advisors
Maxim Team LLC is acting as M&A and money advisor to Goldenbridge. Loeb & Loeb LLP is performing as legal advisor to Goldenbridge. Pryor Cashman LLP is performing as legal advisor to SunCar. Chain Stone Money Restricted (CTM) is acting as financial advisor to SunCar.
About SunCar
SunCar, together with its affiliates, deliver company shoppers with digitalized, extensive, on-demand and plug-in aftermarket automobile products and services and car insurance answers to greater serve their conclude prospects. Started in 2012, SunCar is now a leader in China’s car services marketplace. SunCar’s remedies and digital programs related more than 1,100 customers and 47,000 profits partners. The Organization engages with in excess of 40,000 suppliers and 70 coverage businesses, addresses about 2500 districts and counties, and serves stop clients in most cities in China. All the companies are dispersed at all times via around 700 sub-techniques on the SunCar Cloud, assisting its shoppers improved react to their customers’ needs.
About Goldenbridge Acquisition Restricted
Goldenbridge Acquisition Minimal is integrated in the British Virgin Islands as a blank test business for the function of entering into a merger, share exchange, asset acquisition, share invest in, recapitalization, reorganization or very similar business blend with one or more enterprises or entities. Goldenbridge’s initiatives to establish a potential concentrate on small business will not be confined to a specific sector or geographic location, even though Goldenbridge supposed to focus on opportunities in the artificial intelligence and any other related technological innovation improvements sector.
Forward-Looking Statements
This press release has, and particular oral statements designed by associates of Goldenbridge, SunCar, and their respective affiliate marketers, from time to time may well consist of, “forward-hunting statements” inside the meaning of the “safe harbor” provisions of the Non-public Securities Litigation Reform Act of 1995. Goldenbridge’s and SunCar’s real success may vary from their expectations, estimates and projections and consequently, you really should not count on these ahead-seeking statements as predictions of potential events. Phrases such as “aims,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and very similar expressions are intended to determine such forward-wanting statements. These ahead-searching statements consist of, without limitation, Goldenbridge’s and SunCar’s anticipations with regard to long run efficiency and anticipated fiscal impacts of the company blend, the gratification of the closing situations to the enterprise mix and the timing of the completion of the business enterprise mix. These ahead-seeking statements contain important risks and uncertainties that could trigger true results to differ materially from expected results. Most of these things are exterior the manage of Goldenbridge or SunCar and are complicated to forecast. Factors that might induce this sort of discrepancies incorporate, but are not limited to: (1) the occurrence of any function, adjust or other situations that could give rise to the termination of the Merger Settlement relating to the proposed small business combination (2) the outcome of any authorized proceedings that may be instituted towards Goldenbridge or SunCar adhering to the announcement of the Merger Agreement and the transactions contemplated therein (3) the inability to total the organization blend, including because of to failure to get acceptance of the shareholders of Goldenbridge or other situations to closing in the Merger Agreement (4) delays in acquiring or the lack of ability to receive important regulatory approvals needed to comprehensive the transactions contemplated by the Merger Settlement (5) the occurrence of any function, alter or other circumstance that could give increase to the termination of the Merger Arrangement or could in any other case bring about the transactions to fail to shut (6) the lack of ability to receive or keep the listing of the write-up-acquisition company’s standard shares on Nasdaq following the business enterprise mix (7) the chance that the business blend disrupts recent programs and functions as a end result of the announcement and consummation of the organization combination (8) the potential to figure out the expected positive aspects of the small business combination, which may perhaps be afflicted by, among the other matters, opposition, the means of the merged organization to improve and take care of growth profitably and retain its key staff members (9) charges similar to the company blend (10) alterations in applicable legal guidelines or rules (11) the possibility that SunCar or the merged business may perhaps be adversely impacted by other economic, company, and/or competitive aspects and (12) other threats and uncertainties to be discovered in a registration assertion on Kind F-4 (the “Form F-4”) to be filed by SunCar Technological innovation Team (when obtainable) relating to the business blend, which includes all those discovered less than the “Risk Factors” heading therein, and in other filings with the Securities and Exchange Commission (“SEC”) built by Goldenbridge and SunCar. Goldenbridge and SunCar warning that the foregoing record of factors is not distinctive. Goldenbridge and SunCar warning readers not to spot undue reliance upon any ahead-wanting statements, which talk only as of the date produced. Neither Goldenbridge or SunCar undertakes or accepts any obligation or endeavor to launch publicly any updates or revisions to any ahead-wanting statements to replicate any alter in their respective anticipations or any modify in occasions, problems or situations on which any such assertion is dependent, subject to relevant law. The info contained in any site referenced herein is not, and shall not be considered to be, aspect of or integrated into this push launch.
Crucial Data
SunCar Technological know-how Team Inc. (“SunCar Engineering Group”), Goldenbridge Acquisition Confined (“Goldenbridge”), and their respective directors, government officers and workforce and other individuals may possibly be deemed to be individuals in the solicitation of proxies from the holders of Goldenbridge’s everyday shares in respect of the proposed transactions described herein. Details about Goldenbridge’s directors and executive officers and their ownership of Goldenbridge’s common shares is set forth in Goldenbridge’s Annual Report on Type 10-K filed with the SEC, as modified or supplemented by any Variety 3 or Sort 4 submitted with the SEC considering the fact that the day of such submitting. Other data regarding the interests of the members in the proxy solicitation will be bundled in the Sort F-4 pertaining to the proposed transactions when it results in being obtainable. These paperwork can be acquired free of charge of charge from the resources indicated below.
In relationship with the transactions explained herein, SunCar Know-how Group will file appropriate materials with the SEC together with on the Form F-4. Promptly just after the Sort F-4 is declared efficient, Goldenbridge will mail the proxy statement/prospectus and a proxy card to every single stockholder entitled to vote at the unique meeting relating to the transaction. Traders AND Security HOLDERS OF GOLDENBRIDGE ARE URGED TO Go through THESE Supplies (Like ANY AMENDMENTS OR Health supplements THERETO) AND ANY OTHER Related Documents IN Connection WITH THE TRANSACTIONS THAT GOLDENBRIDGE/SUNCAR Technologies Group WILL FILE WITH THE SEC WHEN THEY Become Obtainable Simply because THEY WILL Include Important Information and facts ABOUT GOLDENBRIDGE, SUNCAR AND THE TRANSACTIONS. The proxy assertion/prospectus and other appropriate resources in link with the transactions (when they grow to be offered), and any other documents submitted by Goldenbridge with the SEC, could be received totally free of demand at the SEC’s website (www.sec.gov).
For inquiries with regards to SunCar, make sure you contact
SunCar
c/o: Shanghai Feiyou Trading Co., Ltd.
Lingshi Highway, No. 656, Suite 209
Shanghai, China
Attn: Ms. Li Chen
Electronic mail: [email protected]
For inquiries regarding Goldenbridge Acquisition Limited, make sure you get hold of
Yongsheng Liu
Chief Govt Officer and Chairman
Goldenbridge Acquisition Confined
Tel: +86 (186) 0217-2929
1 In accordance to the unaudited economical statements of SunCar.
