GOLE ACQU Item 1.01 Entry into a Material Definitive Agreement.
On
Acquisition Merger and Acquisition Consideration
Upon the closing of the transactions contemplated by the Agreement, Goldenbridge will merge with and into the Purchaser, resulting in all Goldenbridge shareholders becoming shareholders of the Purchaser as described under the below section titled "Reincorporation Merger." Concurrently therewith, Merger Sub will merge with and into SunCar, resulting in the Purchaser acquiring 100% of the issued and outstanding equity securities of SunCar (the "Acquisition Merger"). Upon the closing of the Acquisition Merger, ordinary shares of Purchaser shall be reclassified into class A ("Purchaser Class A Ordinary Shares") and class B ordinary shares ("Purchaser Class B Ordinary Shares," together with Purchaser Class A Ordinary Shares, collectively "Purchaser Ordinary Shares") whereby each Purchaser Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general and special meetings of the post-closing company, and each Purchaser Class B Ordinary Share shall be entitled to 10 votes on all matters subject to vote at general and special meetings of the post-closing company.
The aggregate consideration to be paid to SunCar shareholders for the
Acquisition Merger is
In addition to the Closing Payment Shares, certain SunCar shareholders may be
entitled to receive earn-out shares as follows: (i) 1,600,000 Purchaser Class A
Ordinary Shares if SunCar's revenue equals or exceeds
Furthermore, the parties agreed that immediately following the closing of the Acquisition Merger, Purchaser's board of directors will consist of five (5) directors, a majority of whom shall qualify as independent directors under Nasdaq rules.
Under the Agreement, commencing from the closing of the transactions, certain
SunCar shareholders shall be entitled to (i) make a written demand for
registration under the Securities Act of all or part of their shares, with one
minority shareholder,
Reincorporation Merger
Immediately prior to the Acquisition Merger, Goldenbridge will be merged with and into Purchaser, the separate corporate existence of Goldenbridge will cease and Purchaser will continue as the surviving corporation (the "Reincorporation Merger"). In connection with the Reincorporation Merger, every issued and outstanding unit of Goldenbridge shall separate into each unit's individual components, consisting of one ordinary share, one warrant and one right, and all units shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. In addition, each of Goldenbridge's issued and outstanding securities will be converted into an equivalent amount of Purchaser's securities, as follows:
? Each ordinary share of Goldenbridge will be converted automatically into one
Purchaser Class A Ordinary Share;
? Each right to acquire one-tenth of one Goldenbridge ordinary share will be
converted automatically into one right to acquire one-tenth of one Purchaser
Class A Ordinary Share;
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? Each warrant entitled to purchase one half (1/2) of one Goldenbridge ordinary
share at a price of
one warrant to purchase one half (1/2) of one Purchaser Class A Ordinary Share
at a price of
? Each unit purchase option of Goldenbridge will be converted automatically into
one unit purchase option of Purchaser.
Representations and Warranties
In the Agreement, SunCar and the Principal Shareholders make certain representations and warranties (with certain exceptions set forth in the disclosure schedules to the Agreement) relating to, among other things: (a) proper corporate organization of SunCar and its affiliates and subsidiaries and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Agreement and other transaction documents; (c) neither the execution, delivery nor performance of the Agreement need any consent, approval, license or other action of any government authority; (d) absence of conflicts; (e) capital structure; (f) accuracy of charter documents and corporate records; (g) required consents and approvals; (h) financial information; (i) absence of certain changes or events; (j) title to assets and properties; (k) material contracts; (l) ownership of real property; (m) licenses and permits; (n) compliance with laws; (o) ownership of intellectual property; (p) customers and suppliers; (q) employment and labor matters; (r) tax matters; (s) environmental matters; (t) brokers and finders; (u) that SunCar is not an investment company; (p) no Action pending or threatened against SunCar; and (u) other customary representations and warranties.
In the Agreement, Goldenbridge makes certain representations and warranties
relating to, among other things: (a) proper corporate organization and similar
corporate matters; (b) authorization, execution, delivery and enforceability of
the Agreement and other transaction documents; (c) no governmental authorization
required; (d) Non-Contravention; (e) brokers and finders; (f) capital structure;
(g) validity of share issuance; (h) minimum trust fund amount; (i) validity of
Conduct Prior to Closing; Covenants
The parties made customary representations, warranties and covenants in the Agreement, including, among other things, covenants with respect to the conduct of SunCar and its affiliates/subsidiaries prior to the closing of the business combination. The parties have also agreed to customary "no shop" obligations.
The Agreement also contains covenants providing for:
? SunCar purchasing up to an aggregate of 400,000 of the insider shares held by
the initial shareholders (as defined in the final prospectus of Goldenbridge as
of
Acquisition Merger;
? SunCar's former shareholders obtaining the rights to appoint a majority of the
members of the board of
? all rights to exculpation, indemnification and advancement of expenses existing
in favor of D&O Indemnified Persons shall survive the closing and continue in
full force and effect in accordance with their respective terms to the extent
permitted by applicable Law.
Conditions to Closing General Conditions
Consummation of the Agreement and the transactions therein is conditioned on,
among other things: (i) the absence of any order or provisions of any applicable
Law making the transactions illegal or otherwise preventing the transactions;
(ii) SunCar and Goldenbridge receiving approval from their respective
shareholders to the transactions; (iii) there shall not be any Action brought by
a third party that is not an Affiliate of the parties thereto to enjoin or
otherwise restrict the consummation of the closing; (iv) the
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SunCar's Conditions to Closing
The obligations of SunCar to consummate the transactions contemplated by the Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:
? Purchaser Parties complying with all of their obligations under the Agreement
in all material respects;
? subject to applicable materiality qualifiers, the representations and
warranties of Purchaser Parties being true on and as of the closing date of the
transactions and Purchaser Parties complying with all required covenants in the
Agreement;
? Purchaser Parties complying with the reporting requirements under the
Securities Act and Exchange Act, as applicable;
? there having been no material adverse effect to Purchaser Parties; and
? Purchaser shall remain listed on Nasdaq and the additional listing application
for the Closing Payment Shares shall have been approved by Nasdaq.
Purchaser Parties' Conditions to Closing
The obligations of Purchaser Parties to consummate the transactions contemplated by the Agreement, in addition to the conditions described above in the first paragraph of this "Conditions to Closing" section, are conditioned upon each of the following, among other things:
? SunCar and its subsidiaries complying with all of the obligations under the
Agreement in all material respects;
? subject to applicable materiality qualifiers, the representations and
warranties of SunCar and its subsidiaries being true on and as of the
closing date of the transactions and SunCar and its subsidiaries complying
with all required covenants in the Agreement;
? all necessary governmental approvals have been received in form and substance
reasonably satisfactory;
? there having been no material adverse effect to SunCar's business;
? Goldenbridge receiving legal opinions from SunCar's counsels in the PRC and
Cayman Islands ; and Termination
The Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to Goldenbridge's shareholders, by:
? Goldenbridge, if SunCar has materially breached any representations,
warranties, agreements or covenants contained therein or in any Additional
Agreement to be performed on or prior to the closing date, or the Agreement or
the transactions contemplated thereby fail to be authorized or approved by the
shareholders of SunCar, and such breach shall not be cured within fifteen (15)
days following receipt by SunCar of a notice describing in reasonable detail
the nature of such breach. Goldenbridge will be entitled to a break-up fee of
under the third point regarding force majeure below;
? SunCar, if Goldenbridge has materially breached any of its covenants,
agreements, representations, and warranties contained therein or in any
Additional Agreement to be performed on or prior to the closing date and such
breach has not been cured within fifteen (15) days following the receipt by
Goldenbridge of a notice describing in reasonable detail the nature of such
breach. SunCar will be entitled to a break-up fee of
such termination, in absence of the factors set forth under the third point
regarding force majeure below;
? For the avoidance of doubt, in the event of a force majeure such as the
holding the clearance of the Form F-4 for more than six months from the filing
of such Registration Statement or the
Purpose Acquisition Companies dated
IC-34549) becomes effective, such break-up fees will not apply.
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Indemnification
Until six (6) months from and after the closing date, the Principal Shareholders
of SunCar agreed to indemnify Purchaser from any and all losses incurred or
sustained by the Purchaser as a result of or in connection with any breach,
inaccuracy or nonfulfillment of any of the representations, warranties and
covenants of SunCar contained in the Agreement. The indemnification applies only
to amounts (in aggregate) in excess of
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1* Merger Agreement datedMay 23, 2022 10.1 Form of Shareholder Support Agreement 99.1 Press Release, datedMay 26, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant hereby undertakes to furnish copies of any of
the omitted schedules and exhibits upon request by the
Exchange Commission . 5
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