GBRGW

SPAC_Time

Took a look, but *don't* *think* the stock underlying the warrants is registered, could be wrong though. The 424B3 final prospectus declared effective on March 30 says "[This document, which forms part of a registration statement on Form F-4](https://www.sec.gov/Archives/edgar/data/1936804/000149315223009628/form424b3.htm#:~:text=This%20document%2C%20which%20forms%20part%20of%20a%20registration%20statement%20on%20Form%20F%2D4) filed by PubCo (File No. 333-269295) with the SEC, **constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of (i) the PubCo Class A Ordinary Shares to Goldenbridge’s shareholders, (ii) the PubCo Warrants to holders of GBRG Warrants in exchange for the GBRG Warrants, (iii) the PubCo Class A Ordinary Shares underlying the PubCo Rights, and (iv) the PubCo Class A Ordinary Shares and the PubCo Class B Ordinary Shares to SunCar’s shareholders**, if the Business Combination is consummated." So that prospectus does not say it registers the stock underlying the warrants. Like you, have no idea what the exact purpose of the 8-A12B is, but the form did say: "[The description of the Class A Ordinary Shares and Warrants](https://www.sec.gov/Archives/edgar/data/1936804/000149315223017911/form8-a12b.htm#:~:text=The%20description%20of%20the%20Class%20A%20Ordinary%20Shares%20and%20Warrants) **contained in the section entitled “Description of Pubco’s Securities” in the proxy statement/prospectus included in the Company’s Registration Statement on Form F-4 (File No. 333-269295)** originally filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2023, as amended, supplemented or otherwise modified from time to time **and was declared effective by the SEC on March 30, 2023 (the “Registration Statement”)**, to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein." Seems like that 8-A12B registers the stock listed in the 424B3. Again, that form ***does not*** specifically state it registers the common stock underlying the warrants. It registers the GBRG stock that became SDA stock; the GBRGW warrants that became SDAWW; the GRBRGR rights that became SDA stock; and the SDA Class A and Class B stock issued to legacy Suncar shareholders. So it appears SunCar Technology Group will need to file a F-1 registration statement, which will specifically register the shares to be issued if/when SDAWW is exercised, and will likely also register other shares for resale as well. If that is correct, then it will likely be 45 to 60 days after the business combination closed before that registration statement is filed, reviewed, and declared effective by the SEC. The warrant agreement does say that if there is not an effective registration statement in place 90 days after the business combination is completed, [then holders of warrants can demand cashless exercise](https://www.sec.gov/Archives/edgar/data/1822792/000121390021003152/ea133491ex4-5_goldenbridge.htm#:~:text=3.3.2%20Cashless%20Exercise) using the formula in the warrant agreement. Of course, this is only useful if the F-1 hasn't been declared effective ***and*** the share price of SDA is well above $11.50 per share 90 days after the close of the business combination.

SPAC_Time

[SunCar Completes Business Combination with Goldenbridge Acquisition Limited to Become Publicly Traded Company](https://www.globenewswire.com/news-release/2023/05/17/2671471/0/en/SunCar-Completes-Business-Combination-with-Goldenbridge-Acquisition-Limited-to-Become-Publicly-Traded-Company.html) \- GBRG -> SAD GBRGR/10 -> SDA GBRGW - SDAWW on May 18, 2023

SPAC_Time

Here's one example from today after market close: [Goldenbridge Acquisition Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination](https://www.globenewswire.com/news-release/2022/08/25/2504997/0/en/Goldenbridge-Acquisition-Limited-Announces-Additional-Contribution-to-Trust-Account-to-Extend-Period-to-Consummate-Business-Combination.html) \- GBRG GBRGR GBRGW "Goldenbridge Acquisition Limited (NASDAQ: GBRGU, the “Company”), a special purpose acquisition company, announced today **that Auto Services Group Limited (“SunCar”), has deposited into the Company’s trust account (the “Trust Account”) an aggregate amount of $575,000** (representing approximately $0.10 per ordinary share), in order to extend the period of time the Company has to complete a business combination" Auto Services Group Limited is the target.

SPAC_Time

[Goldenbridge Acquisition Limited and AgiiPlus Inc. Mutually Agree to Terminate Merger Agreement](https://www.globenewswire.com/news-release/2022/05/03/2435099/0/en/Goldenbridge-Acquisition-Limited-and-AgiiPlus-Inc-Mutually-Agree-to-Terminate-Merger-Agreement.html) \- GBRG GBRGR GBRGW "As a result, Goldenbridge will seek an alternative business combination."