On Completion of the Merger, the Merged Corporation is Predicted to Trade on Nasdaq
● Car Providers Group Confined (“SunCar”) is a main supplier of electronic platforms of comprehensive automotive products and services and market place-large automobile insurance plan goods in China.
● SunCar created revenues of approximately US$250 million in 2021 (unaudited)1, and its profits has a compounded annual advancement amount of 32% from 2015 to 2021. Revenues in 2021 amplified by 4.6% evaluating to these in 2020.
● The proposed transactions worth the put together business at an approximated organization price on a professional-forma foundation of about US$858 million, assuming no redemptions from the rely on account.
Shanghai, China, Might 26, 2022 (Globe NEWSWIRE) — Car Companies Group Minimal (“SunCar” or the “Company”), a main provider of digitalized vehicle expert services and auto coverage as a result of Sunshine Motor vehicle On the web Insurance Company Co., Ltd., an indirect greater part owned subsidiary in Shanghai, declared that on May 23, 2022, it has entered into a definitive merger settlement (the “Merger Agreement”) for a enterprise blend with Goldenbridge Acquisition Minimal (“Goldenbridge”) (Nasdaq: GBRG, GBRGU, GBRGW, GBRGR), a British Virgin Islands specific purpose acquisition firm. On consummation of the transactions contemplated by the Merger Agreement, (i) Goldenbridge will reincorporate to the Cayman Islands by merging with SunCar Technological know-how Group Inc., a Cayman Islands exempted enterprise and wholly owned subsidiary of Goldenbridge (“SunCar Technological know-how Group”), and (ii) concurrently, SunCar Technology World-wide Inc. (“SunCar Technologies Global”), a Cayman Islands exempted firm and wholly owned subsidiary of SunCar Technology Group, will be merged with and into SunCar, resulting in SunCar becoming a wholly owned subsidiary of SunCar Technological innovation Team. Upon the closing of the transactions, the mixed enterprise is expected to be Nasdaq-shown.
Started in 2012, SunCar is a top provider of electronic platforms of thorough automotive services and industry-vast vehicle insurance coverage merchandise in China. The Corporation delivers a single-cease, entirely digitized, on-need automotive company systems to assist purchasers create up their membership market and provide conclusion consumers with higher buyer satisfaction. SunCar car services handles over 300 styles of frequent upkeep as effectively as reserved solutions this sort of as car wash, oil improve, tire restore, auto beautification, street guidance, flight pickup, designated driving, VIP lounge, etc. The Corporation also provides complete-spectrum auto coverage items by way of really successful insurance coverage engineering apps.
SunCar has been active in the automotive support market for about 10 yrs, gaining deep insights and solid marketplace expertise to differentiate and satisfy the increasing needs of auto house owners all in excess of China. The Enterprise has crafted up sustainable competitive edge with a wide B2B consumer community of around 40,000 car provider suppliers in over 2,500 districts and counties, processing about 76 million orders of solutions in the past 5 a long time. The Organization has also engaged with in excess of 70 insurance businesses, creating 6.2 million insurance coverage guidelines by way of over 47,000 profits companions in the final 5 a long time.
All the products and services and insurance plan insurance policies are processed through in excess of 700 unbiased electronic units automated by an stop-to-close platform. The really secured SunCar Cloud and Multi-Tenant SaaS bear hundreds of thousands of transactions every month with successful and stable general performance.
The Organization consistently helps make extended-expression investments in technological innovation and presents modular and modern user experiences for its organization shoppers as very well as their finish prospects.
China’s automotive business is escalating rapidly with robust tailwinds, leaving a significant but highly fragmented right after-profits and auto insurance coverage current market. SunCar performs an vital purpose in integrating, digitizing and redistributing the tailored service to each client in nearly each corner of China.
With the immediate growth of electric vehicles (“EV”), the automotive business is shifting to a more powerful aim on company working experience by way of on the internet electronic programs. SunCar is now carefully engaging numerous rising and founded gamers in the EV benefit chain to blaze a trail in the emerging EV support market.
“With our main mission to look for a higher-influence and technological innovation-driven company, I was extremely happy to obtain SunCar. We’re very impressed by the enterprise performance as very well as the systems supporting detailed on-desire products and services and on the internet insurance. Considering the fact that the automotive market is starting to put more emphasis on car owner providers, we believe that SunCar is established to grow more substantial in this enormous and beautiful marketplace.” mentioned Yongsheng Liu, Chairman of Goldenbridge. “I seem forward to this partnership that will help us to collaboratively develop larger worth for all.”
Ye Zaichang, founder of SunCar, commented: “SunCar has been growing with China’s automotive current market for a ten years. We’ve turned our wealth of insights and experience into technology-driven remedies, helping our customers satisfy their conclusion customers’ need with complete on-demand from customers services. Our progressive insurance technological know-how has dispersed merchandise from significant insurers to prospects highly proficiently. With the electrification of automotive marketplace, SunCar has actively invested in and carefully engaged with emerging and established electric powered vehicles gamers to produce new support traces and excellent consumer practical experience. We are delighted to associate with Goldenbridge given that we share the exact same visions with regards to the current market and the technologies. We are really assured that the Goldenbridge staff can aid us realize our ambitious business enterprise eyesight and thrive in the long run.”
Under the terms of the Merger Agreement, Goldenbridge’s wholly owned subsidiary, SunCar Technological know-how Group, will acquire SunCar Engineering Team, resulting it getting a stated corporation on the Nasdaq Capital Current market. The present management team of SunCar will keep on to operate the Organization immediately after the transaction. Upon performance of this sort of transactions, SunCar’s shareholders and management (“SunCar Shareholders”) anticipate to get 80 million normal shares of SunCar Know-how Team. Shares held by this kind of SunCar Shareholders will be subject matter to lock-up agreements for a interval of 12 months pursuing the day the transactions near, subject to particular exceptions. Other than that, particular important persons of the Corporation are qualified to obtain supplemental regular Shares topic to the Company obtaining certain efficiency milestones.
The proposed transactions contemplated by the Merger Settlement price the mixed organization at an believed equity value on a pro-forma basis of roughly 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 Agreement relating to the transactions, a copy of which will be furnished by Goldenbridge with the SEC as an exhibit to a Current Report on Sort 8-K.
Maxim Team LLC is performing as M&A and money advisor to Goldenbridge. Loeb & Loeb LLP is acting as lawful advisor to Goldenbridge. Pryor Cashman LLP is acting as authorized advisor to SunCar. Chain Stone Cash Restricted (CTM) is performing as money advisor to SunCar.
SunCar, with each other with its affiliates, deliver enterprise customers with digitalized, detailed, on-demand and plug-in aftermarket automobile expert services and auto insurance methods to better provide their end consumers. Founded in 2012, SunCar is now a leader in China’s automobile assistance current market. SunCar’s alternatives and electronic units connected about 1,100 clients and 47,000 income partners. The Organization engages with in excess of 40,000 suppliers and 70 insurance plan firms, addresses around 2500 districts and counties, and serves end shoppers in most cities in China. All the providers are dispersed at all periods by way of in excess of 700 sub-devices on the SunCar Cloud, supporting its clientele greater respond to their customers’ calls for.
About Goldenbridge Acquisition Confined
Goldenbridge Acquisition Minimal is incorporated in the British Virgin Islands as a blank examine firm for the function of coming into into a merger, share exchange, asset acquisition, share buy, recapitalization, reorganization or very similar enterprise blend with one or much more businesses or entities. Goldenbridge’s initiatives to detect a possible focus on small business will not be limited to a individual sector or geographic region, even though Goldenbridge meant to aim on prospects in the synthetic intelligence and any other similar technologies improvements current market.
This press launch is made up of, and sure oral statements created by reps of Goldenbridge, SunCar, and their respective affiliates, from time to time may possibly consist of, “forward-searching statements” within the indicating of the “safe harbor” provisions of the Personal Securities Litigation Reform Act of 1995. Goldenbridge’s and SunCar’s true outcomes may vary from their anticipations, estimates and projections and as a result, you ought to not rely on these forward-on the lookout statements as predictions of long term activities. Words and phrases these as “aims,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and identical expressions are intended to recognize these forward-searching statements. These ahead-searching statements involve, devoid of limitation, Goldenbridge’s and SunCar’s anticipations with respect to long run performance and predicted monetary impacts of the business blend, the fulfillment of the closing circumstances to the business mix and the timing of the completion of the organization combination. These forward-wanting statements require major dangers and uncertainties that could lead to precise results to vary materially from predicted results. Most of these elements are exterior the command of Goldenbridge or SunCar and are hard to forecast. Factors that may well lead to these discrepancies contain, but are not minimal to: (1) the incidence of any celebration, change or other circumstances that could give increase to the termination of the Merger Settlement relating to the proposed enterprise mix (2) the outcome of any lawful proceedings that may be instituted versus Goldenbridge or SunCar adhering to the announcement of the Merger Settlement and the transactions contemplated therein (3) the inability to finish the business combination, such as thanks to failure to receive approval of the shareholders of Goldenbridge or other ailments to closing in the Merger Agreement (4) delays in acquiring or the lack of ability to receive necessary regulatory approvals necessary to finish the transactions contemplated by the Merger Agreement (5) the occurrence of any party, adjust or other circumstance that could give rise to the termination of the Merger Settlement or could in any other case induce the transactions to fail to shut (6) the lack of ability to acquire or sustain the listing of the publish-acquisition company’s standard shares on Nasdaq adhering to the business enterprise mixture (7) the chance that the small business blend disrupts present-day plans and operations as a consequence of the announcement and consummation of the enterprise mixture (8) the capacity to recognize the expected advantages of the business enterprise mix, which may be impacted by, among the other issues, competition, the potential of the mixed enterprise to improve and deal with growth profitably and keep its key workers (9) charges related to the business enterprise blend (10) changes in relevant rules or regulations (11) the likelihood that SunCar or the mixed organization could be adversely afflicted by other economic, small business, and/or aggressive variables and (12) other hazards and uncertainties to be recognized in a registration assertion on Kind F-4 (the “Form F-4”) to be submitted by SunCar Technological innovation Group (when available) relating to the business enterprise mix, which include those recognized below the “Risk Factors” heading therein, and in other filings with the Securities and Trade Fee (“SEC”) created by Goldenbridge and SunCar. Goldenbridge and SunCar warning that the foregoing list of variables is not exclusive. Goldenbridge and SunCar warning readers not to location undue reliance upon any forward-hunting statements, which talk only as of the date designed. Neither Goldenbridge or SunCar undertakes or accepts any obligation or endeavor to launch publicly any updates or revisions to any forward-searching statements to replicate any change in their respective expectations or any modify in events, disorders or situation on which any these kinds of assertion is primarily based, subject matter to applicable regulation. The facts contained in any web-site referenced herein is not, and shall not be considered to be, part of or included into this push release.
SunCar Know-how Team Inc. (“SunCar Technologies Group”), Goldenbridge Acquisition Minimal (“Goldenbridge”), and their respective directors, executive officers and staff and other individuals may be considered to be participants in the solicitation of proxies from the holders of Goldenbridge’s normal shares in respect of the proposed transactions explained herein. Details about Goldenbridge’s directors and government officers and their possession of Goldenbridge’s common shares is set forth in Goldenbridge’s Annual Report on Variety 10-K submitted with the SEC, as modified or supplemented by any Type 3 or Form 4 submitted with the SEC due to the fact the day of such filing. Other info concerning the passions of the participants in the proxy solicitation will be integrated in the Type F-4 pertaining to the proposed transactions when it will become obtainable. These files can be acquired no cost of demand from the resources indicated beneath.
In link with the transactions described herein, SunCar Engineering Group will file related components with the SEC which includes on the Type F-4. Immediately soon after the Kind F-4 is declared helpful, Goldenbridge will mail the proxy assertion/prospectus and a proxy card to each and every stockholder entitled to vote at the unique meeting relating to the transaction. Investors AND Protection HOLDERS OF GOLDENBRIDGE ARE URGED TO Read THESE Resources (Together with ANY AMENDMENTS OR Dietary supplements THERETO) AND ANY OTHER Applicable Documents IN Relationship WITH THE TRANSACTIONS THAT GOLDENBRIDGE/SUNCAR Know-how Team WILL FILE WITH THE SEC WHEN THEY Become Offered Since THEY WILL Include Essential Facts ABOUT GOLDENBRIDGE, SUNCAR AND THE TRANSACTIONS. The proxy assertion/prospectus and other suitable materials in relationship with the transactions (when they turn out to be offered), and any other paperwork submitted by Goldenbridge with the SEC, could be received totally free of demand at the SEC’s website (www.sec.gov).
For inquiries relating to SunCar, please make contact with
c/o: Shanghai Feiyou Investing Co., Ltd.
Lingshi Highway, No. 656, Suite 209
For inquiries about Goldenbridge Acquisition Restricted, please get in touch with
Chief Executive Officer and Chairman
Goldenbridge Acquisition Limited
1 According to the unaudited fiscal statements of SunCar.