Item
1.01 Entry into a Material Definitive Agreement.
On
September 30, 2021, Goldenbridge Acquisition Limited, a British Virgin Islands business company (“Goldenbridge”), AgiiPlus
Global Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Goldenbridge (“Purchaser”), AgiiPlus Corporation
Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Purchaser (“Merger Sub,” together with Goldenbridge,
Purchaser, the “Purchaser Parties”), AgiiPlus Inc., a Cayman Islands exempted company (“AgiiPlus”), certain shareholders
of AgiiPlus (“AgiiPlus Shareholders”), and Mr. Jing Hu, as representative of shareholders of AgiiPlus, entered into a Merger
Agreement (the “Agreement”).
Acquisition
Merger and Acquisition Consideration
Upon
the closing of the transactions contemplated in the Agreement, Goldenbridge will merge with and into 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 AgiiPlus, resulting in Purchaser acquiring 100% of the
issued and outstanding equity securities of AgiiPlus (the “Acquisition Merger”). Upon the closing of the
Acquisition Merger, 45,897,361 ordinary shares of Purchaser issued shall be reclassified into class A ordinary shares
(“Purchaser Class A Ordinary Shares”) and 13,698,889 ordinary shares of Purchase issued shall be reclassified
into class B ordinary shares (“Purchaser Class B Ordinary Shares,” together with Purchaser Class A Ordinary
Shares, collectively “Purchaser Ordinary Shares”) where 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 15 votes on all matters subject to vote at general and special meetings of the post-closing
company.
The
aggregate consideration to be paid to AgiiPlus shareholders for the Acquisition Merger is $520 million, payable in the form of a number
of newly issued Purchaser Ordinary Shares (the “Closing Payment Shares”) valued at the $10.00 per share. Under the Merger
Agreement, 1,000,000 shares of the Closing Payment Shares (“Escrow Shares”) to be issued will be held in escrow for a period
of 6 months after the closing to satisfy indemnification obligations.
Furthermore,
the parties agreed that immediately following the closing the Acquisition Merger, Purchaser’s board of directors will consist of
five (5) directors and a majority of whom shall qualify as independent directors under Nasdaq rules.
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 Goldenbridge’s units shall separate into each’s individual
components 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, each of Goldenbridge’s issued and outstanding securities will be converted into an equivalent
amount of Purchaser’s securities:
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Each
share of Goldenbridge’s ordinary shares will be converted automatically into one Purchaser Class A Ordinary Share;
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Each
right to acquire one-tenth of one Goldenbridge’s 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’s ordinary share at a price of $11.50 per whole share will
be converted automatically into one warrant to purchase one half (1/2) of one Purchaser Class A Ordinary Share at a price of $11.50
per whole share; and
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Each
unit purchase option of Goldenbridge will be converted automatically into one unit purchase option of Purchaser.
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Representations
and Warranties
In
the Agreement, AgiiPlus and certain AgiiPlus Shareholders make certain representations and warranties (with certain exceptions set forth
in the disclosure schedule to the Agreement) relating to, among other things: (a) proper corporate organization of AgiiPlus 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) taxes matters; (s) environmental matters;
(t) brokers and finders; (u) that AgiiPlus is not an investment company; (p) no Action pending or threatened against AgiiPlus; 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; and (i) validity of Nasdaq Stock Market listing; (j) SEC filing requirements and financial statements;
(k) litigation; (l) compliance with laws; (m) material contracts; (n) not an investment company and (o) other customary representations
and warranties.
Conduct
Prior to Closing; Covenants
The
parties have made customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants
with respect to the conduct of AgiiPlus 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:
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AgiiPlus
purchasing an aggregate of 400,000 of the insider shares held by the initial shareholders (as defined in the final prospectus of
Goldenbridge as of March 2, 2021) at a price of $10.00 per share which shall be consummated no later than 6 months after the closing
of the Acquisition Merger;
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AgiiPlus’s
former shareholders obtaining the rights to appoint the majority members of the board of AgiiPlus Global Inc.; and
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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.
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Conditions
to Closing
General
Conditions
Consummation
of the Agreement and the transactions herein 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) AgiiPlus 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 hereto to enjoin or otherwise restrict the consummation of the closing; (iv) The SEC shall have declared the Registration
Statement effective; (v) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been
issued; and (vi) Each of the Additional Agreements shall have been entered into and the same shall be in full force and effect; provided
that the non-execution of the Lock-up Agreements by (a) shareholders who are not the Key Personnel nor Controlled by the Key Personnel
and (b) grantees of Company options that are vested as of the closing, collectively holding no more than 5% of share capital in the Company
(on a fully-diluted basis) immediately prior to the closing shall not affect the closing or occurrence of the closing.
AgiiPlus’s
Conditions to Closing
The
obligations of AgiiPlus 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:
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Purchaser
Parties complying with all of their obligations under the Agreement in all material respects;
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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;
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Purchaser
Parties complying with the reporting requirements under the applicable Securities Act and Exchange Act;
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there
having been no material adverse effect to Purchaser Parties.
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Purchaser
shall remain listed on Nasdaq and the additional listing application for the Closing Payment Shares shall have been approved by Nasdaq.
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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 section, are conditioned upon each of the following, among other things:
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AgiiPlus
and its subsidiaries complying with all of the obligations under the Agreement in all material respects;
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subject
to applicable materiality qualifiers, the representations and warranties of AgiiPlus and its subsidiaries being true on and as of
the closing date of the transactions and AgiiPlus and its subsidiaries complying with all required covenants in the Agreement;
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all
necessary governmental approvals have been received in form and substance reasonably satisfactory;
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there
having been no material adverse effect to AgiiPlus’s business;
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Goldenbridge
receiving legal opinions from AgiiPlus’s counsels in the PRC and Cayman Islands; and
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AgiiPlus
shall have consummated a US$15 million equity financing on or prior to the closing.
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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:
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either
Goldenbridge or AgiiPlus, if the closing has not occurred by June 30, 2022, provided that no material breach of this Agreement by
the party seeking to terminate this Agreement shall have occurred or have been made;
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Goldenbridge,
if AgiiPlus has materially breached any representations, warranties, agreements or covenants contained herein or in any Additional
Agreement to be performed on or prior to the closing date or this Agreement, the plan of merger or the transactions contemplated
hereby fail to be authorized or approved by the shareholders of AgiiPlus and such breach shall not be cured within fifteen (15) days
following receipt by AgiiPlus of a notice describing in reasonable detail the nature of such breach. Goldenbridge will be entitled
to a break-up fee of $1,000,000 promptly after such termination;
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AgiiPlus,
if Goldenbridge has materially breached any of its covenants, agreements, representations, and warranties contained herein 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 a notice describing such breach. AgiiPlus will be entitled to a break-up fee of $1,000,000
promptly after such termination. In addition, AgiiPlus may terminate the Agreement if AgiiPlus determines in its sole and absolute
discretion that it is unable or unwilling to raise no less than US$15,000,000 in equity financing under then-prevalent market conditions
prior to the Closing, and Goldenbridge will be entitled to a break-up fee of $1,000,000 promptly after such termination.
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Indemnification
Until
six (6) months from and after the closing date, AgiiPlus Shareholders 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 AgiiPlus contained herein. The indemnification applies only to amounts (in aggregate) in excess of $1,000,000,
and the indemnification obligations are capped at the value of the shares that are being held in escrow. Such indemnification can only
be satisfied with the cancellation of Purchaser Ordinary Shares.
The
foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual
agreement, which is filed as Exhibit 2.1 hereto.
In
addition to the Merger Agreement, the following agreements have been entered into in connection with the closing of the business combination.
Shareholder
Support Agreements
Concurrently
with the execution of the Merger Agreement, certain of AgiiPlus’s officers, directors, founders and holders of more than 5% of
its voting stock who collectively own approximately100% of AgiiPlus’ voting stock entered into support agreements, pursuant to
which each such holder agreed to vote in favor of the business combination, subject to the terms of such shareholder support agreements.
In
addition to the Merger Agreement, the following agreements will be entered into in connection with the closing of the business combination.
Insider
Share Purchase Agreement
In
connection with the transactions, AgiiPlus and the initial shareholders of Goldenbridge will enter into an Insider Share Purchase Agreement
whereby AgiiPlus will agree to buy an aggregate of 400,000 Goldenbridge’s ordinary shares held by the initial shareholders at a
price of $10.00 per share for an aggregate purchase price of $4,000,000.
Escrow
Agreement
In
connection with the transactions, the Purchaser, Mr. Jing Hu as the representative of AgiiPlus Shareholders, and an escrow agent will
enter into an Escrow Agreement pursuant to which AgiiPlus shareholders will deposit 1,000,000 of its Purchaser Ordinary Shares to secure
the indemnification obligations as contemplated by the Agreement.
Lock-up
Agreements
In
connection with the transactions, Purchaser is expected to enter into Lock-Up Agreements with certain AgiiPlus shareholders and Goldenbridge
initial shareholders, as the case may be, with respect to certain lock-up arrangements, which will provide that such AgiiPlus shareholders
and Goldenbridge initial shareholders, as the case may be, will not, within certain period of time from the closing of the business combination
and subject to certain exceptions, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the
ordinary shares issued in connection with the Acquisition Merger, enter into a transaction that would have the same effect, or enter
into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such
shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise.
Registration
Rights Agreements
In
connection with the transactions, Purchaser and certain shareholders of AgiiPlus will enter into a Registration Rights Agreement to provide
for the registration of the Purchaser Class A Ordinary Shares received by them in the Acquisition Merger and the Reincorporation Merger.
Each of the AgiiPlus shareholders will be entitled to (i) make a written demand for registration under the Securities Act of all or part
of their shares, and (ii)“piggy-back” registration rights with respect to registration statements filed following the consummation
of the transactions. Purchaser will bear the expenses incurred in connection with the filing of any such registration statements.
In
connection with the transactions, Purchaser and certain initial shareholders of Goldenbridge will enter into a Registration Rights Agreement
to provide for the registration of the securities registrable pursuant to a Registration Rights Agreement, dated as of March 1, 2021,
by and among Goldenbridge and the initial shareholders of Goldenbridge. Each of the initial shareholders of Goldenbridge will be entitled
to (i) make written demands for registration under the Securities Act of all or part of their shares, and (ii)“piggy-back”
registration rights with respect to registration statements filed following the consummation of the transactions. Purchaser will bear
the expenses incurred in connection with the filing of any such registration statements.