CORRESP 1 filename1.htm

Goldenbridge Acquisition Limited

15/F, Aubin House

171-172 Gloucester Road

Wanchai, Hong Kong

Via Edgar

U.S. Securities and Exchange Commission	August 10, 2022
Division of Corporation Finance
Office of Real Estate & Construction
Washington, D.C. 20549

Re:

Goldenbridge Acquisition Ltd
Form 10-K for Fiscal Year Ended June 30, 2021
Filed September 1, 2021 and Amended December 22, 2021
File No. 001-40132

Dear Sir/Madam:

We have set forth below responses to the comments of the staff (the “Staff”) of the U. S. Securities and Exchange Commission (the “SEC”) contained in its letter of July 28, 2022 with respect to the Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (File No. 001-40132) (the “10-K”) filed with the SEC on September 1, 2021, as amended on December 22, 2021 and on July 15, 2022, by Goldenbridge Acquisition Limited, a British Virgin Islands company (the “Company”). For your convenience, the text of the Staff’s comments is set forth below followed in each case by the Company’s response. Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 3 to the 10-K (the “Amended 10-K”) filed with the SEC concurrently with the submission of this letter.

Amendment No. 2 to Annual Report on Form 10-K for the Fiscal Year Ended June 30, 2021 filed July 15, 2022

Business
Introduction, page 1

We partially reissue comment 1. We note that your principal executive offices are located in Hong Kong, the SPAC Sponsor is located in Hong Kong, and a majority of your executive officers and/or directors are located in or have significant ties to Hong Kong. Both CF Disclosure Guidance: Topic No. 10 (November 23, 2020) and the Sample Letter to China-Based Companies (December 20, 2021) indicate that a China-based issuer is a company based in China or Hong Kong. Please disclose this prominently in the introduction to the business section. Your disclosure also should describe the legal and operational risks associated with being based in China. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly concerns, has or may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Provide a cross-reference to your detailed discussion of risks facing the company and the offering.

COMPANY RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 1-2 of the Amended 10-K.

We reissue comment 2. Please disclose the risks that being based in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of your common stock. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

COMPANY RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 23-33 of the Amended 10-K.

We reissue comment 3. Please disclose each permission that you are required to obtain from Chinese authorities to operate and issue securities to foreign investors. State affirmatively whether you have received all requisite permissions and whether any permissions have been denied. State whether you may be covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve your operations. Also describe the consequences to you and your investors if you: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

COMPANY RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 2, 28, 29, 31 of the Amended 10-K.

We reissue comment 6. Please include a separate section on enforcement of liabilities addressing the enforcement risks related to civil liabilities due to you, your sponsor and/or your officers and directors being located in China or Hong Kong. For example, revise to discuss more specifically the limitations on investors being able to effect service of process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and time constraints. Also, please disclose these risks in the business section, which should contain disclosures consistent with the separate section. Additionally, please identify each officer and/or director located in China or Hong Kong, as applicable, and disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals.

COMPANY RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 10 of the Amended 10-K.

Effecting a Business Combination

General, page 8

We reissue comment 7. Please address specifically any PRC regulations concerning mergers and acquisitions by foreign investors that your initial business combination transaction may be subject to, including PRC regulatory reviews, which may impact your ability to complete a business combination in the prescribed time period. Also address any impact PRC law or regulation may have on the cash flows associated with the business combination, including shareholder redemption rights.

COMPANY RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 7-8 and 23-33 of the Amended 10-K.

We reissue comment 9. Given the Chinese government’s significant oversight and discretion over the conduct of your business, please revise to separately highlight the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of your common stock. Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China- based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

COMPANY RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 1-2 and 26-29 of the Amended 10-K.

We reissue comment 10. In light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight could impact the process of searching for a target and completing an initial business combination, and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

COMPANY RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 2, 26-29, and 31 of the Amended 10-K.

We hope this response has addressed all of the Staff’s concerns relating to the comment letter. If you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please call or email our legal counsel, Giovanni Caruso at 212-407-4866, gcaruso@loeb.com. Thank you for your time and attention to this filing.

	Sincerely,

	GOLDENBRIDGE ACQUISITION LIMITED

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

cc: Giovanni Caruso, Esq.