Exhibit 4.8


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of June 30, 2021, Goldenbridge
Acquisition Limited (“we,” “our,” “us” or the “Company”) had the following securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting
of one ordinary share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of
an initial business combination; (ii) its ordinary shares; (iii) its public warrants, with each whole warrant exercisable for one-half
of one ordinary share for $11.50 per share; (iv) its rights, with each right entitling its holder to receive one-tenth (1/10) of an ordinary
share upon the consummation of an initial business combination.


 


The following description
summarizes the material terms of our capital stock and does not purport to be complete. It is subject to, and qualified in its entirety
by reference to, our memorandum and articles of association, as amended, our warrant agreement, and our rights agreement, each of which
is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended June 30, 2021 (the “Report”)
of which this Exhibit 4.8 is a part.


 


Defined terms used herein
but not otherwise defined shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K for the year
ended June 30, 2021 (the “Report”).


 


General


 


We are a company incorporated in the British Virgin
Islands as a BVI business company (company number 2019682) and our affairs are governed by our amended and restated memorandum and articles
of association, the Companies Law and the common law of the British Virgin Islands. We are currently authorized to issue an unlimited
number of shares of a single class, each with no par value. No preferred shares are issued or outstanding or authorized by the Company’s
constitutional documents. The following description summarizes certain terms of our shares as set out more particularly in our memorandum
and articles of association. Because it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each unit consists of one ordinary share, one
redeemable warrant and one right. Each redeemable warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share.
Each redeemable warrant has an exercise price $11.50 per full share and shall expire on the five year anniversary of the closing date
of our initial business combination or earlier upon redemption or liquidation. Pursuant to the warrant agreement, a warrant holder may
exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given
time by a warrant holder. For example, if a warrant holder holds one warrant to purchase one-half (1/2) of one share, such warrant shall
not be exercisable. If a warrant holder holds two warrants, such warrants will be exercisable for one share. Each right entitles the holder
thereof to receive one-tenth (1/10) of an ordinary share upon consummation of our initial business combination. In addition, we will not
issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share
or otherwise addressed in accordance with the applicable provisions of British Virgin Islands Law. As a result, you must hold rights in
multiples of 10 in order to receive shares for all of your rights upon closing of a business combination.


 


Ordinary Shares


 


Our shareholders of record are entitled to one
vote for each share held on all matters to be voted on by shareholders. In connection with any vote held to approve our initial business
combination, all of our initial shareholders, as well as all of our officers and directors, have agreed to vote their respective ordinary
shares owned by them immediately prior to this offering and any shares purchased in this offering or following this offering in the open
market in favor of the proposed business combination.


 






     


     


    

 


We will proceed with the business combination
only if we have net tangible assets of at least $5,000,001 upon consummation of such business combination and a majority of the ordinary
shares voted are voted in favor of the business combination. At least five days’ notice must be given for each general meeting (although
we will provide whatever minimum number of days are required under Federal securities laws). Shareholders may vote at meetings in person
or by proxy.


 


The members of our Board of Directors serve until
the next annual general meeting. There is no cumulative voting with respect to the election of directors, with the result that the holders
of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors.


 


Pursuant to our amended and restated memorandum
and articles of association, if we do not consummate a business combination by 12 months from the consummation of this offering (or 21
months if we have extended the period of time as described in the prospectus dated March 1, 2021), it will trigger our automatic winding
up, liquidation and subsequent dissolution. Our initial shareholders have agreed to waive their rights to share in any distribution from
the trust account with respect to their insider shares upon our winding up, liquidation and subsequent dissolution.


 


 


Our shareholders have no conversion, preemptive
or other subscription rights and there are no sinking fund or redemption provisions applicable to the ordinary shares, except that public
shareholders have the right to have their public shares converted to cash equal to their pro rata share of the trust
account if they vote on the proposed business combination and the business combination is completed. Public shareholders who convert their
public shares into their portion of the trust account still have the right to exercise the redeemable warrants that they received as part
of the units.


 


Register of Members


 


Under the Companies Law, the ordinary shares are
deemed to be issued when the name of the shareholder is entered in our register of members. Our register of members will be maintained
by our transfer agent Continental Stock Transfer & Trust Company, LLC, which will enter the name of Cede & Co  in our register
of members on the closing of this offering as nominee for each of the respective public shareholders. If (a) information that is required
to be entered in the register of members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable
delay in entering information in the register, a shareholder of the company, or any person who is aggrieved by the omission, inaccuracy
or delay, may apply to the British Virgin Islands courts for an order that the register be rectified, and the court may either refuse
the application or order the rectification of the register, and may direct the company to pay all costs of the application and any damages
the applicant may have sustained.


 


Redeemable Warrants


 


Each redeemable warrant entitles the registered
holder to purchase one-half (1/2) of one ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any
time commencing on the later of 30 days after the completion of our initial business combination and 12 months from from the closing of
this offering. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means
that only an even number of warrants may be exercised at any given time by a warrant holder. However, except as set forth below, no warrants
will be exercisable for cash unless we have an effective and current registration statement covering the ordinary shares issuable upon
exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement
covering the ordinary shares issuable upon exercise of the warrants is not effective within 60 days from the consummation of our initial
business combination, warrant holders may, until such time as there is an effective registration statement and during any period when
we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption
from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration
is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire five years after the
completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 






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We may call the warrants for redemption (excluding
the private warrants but including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC
and its designees), in whole and not in part, at a price of $0.01 per warrant:


 


	 	●	at any time while the warrants are exercisable,


 


	 	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder,


 


	 	●	if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders (the “Force-Call Provision”), and


 


	 	●	if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.


 


The right to exercise will be forfeited unless
the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder
of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such
warrant.


 


The redemption criteria for our warrants have
been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide
a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as
a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.


 


If we call the warrants for redemption as described
above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”
In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of ordinary shares equal to
the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference
between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair
market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option
to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the
price of our ordinary shares at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive
share issuances.


 


In addition, if (x) we issue additional ordinary
shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at
an issue price or effective issue price of less than $9.50 per ordinary share (with such issue price or effective issue price to be determined
in good faith by our board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the Market Price is below $9.50
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the
$16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value.


 


The warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, LLC, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants in order
to make any change that adversely affects the interests of the registered holders.


 


The exercise price and number of ordinary shares
issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalizations, extraordinary
dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of
ordinary shares at a price below their respective exercise prices.


 


The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or
official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges
of holders of ordinary shares and any voting rights until they exercise their warrants and receive ordinary shares. After the issuance
of ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters
to be voted on by shareholders.


 






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Except as described above, no warrants will be
exercisable and we will not be obligated to issue ordinary shares unless at the time a holder seeks to exercise such warrant, a prospectus
relating to the ordinary shares issuable upon exercise of the warrants is current and the ordinary shares have been registered or qualified
or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant
agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the ordinary
shares issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able
to do so and, if we do not maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants, holders
will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus relating
to the ordinary shares issuable upon the exercise of the warrants is not current or if the ordinary shares is not qualified or exempt
from qualification in the jurisdictions in which the holders of the warrants reside, we will not be required to net cash settle or cash
settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.


 


Warrant holders may elect to be subject to a restriction
on the exercise of their warrants such that an electing warrant holder (and his, her or its affiliates) would not be able to exercise
their warrants to the extent that, after giving effect to such exercise, such holder (and his, her or its affiliates) would beneficially
own in excess of 9.8% of the ordinary shares issued and outstanding. Notwithstanding the foregoing, any person who acquires a warrant
with the purpose or effect of changing or influencing the control of our company, or in connection with or as a participant in any transaction
having such purpose or effect, immediately upon such acquisition will be deemed to be the beneficial owner of the underlying ordinary
shares and not be able to take advantage of this provision.


 


No fractional shares will be issued upon exercise
of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share (as a result
of a subsequent share capitalizations payable in ordinary shares, or by a split up of the ordinary shares or other similar event), we
will, upon exercise, round up or down to the nearest whole number the number of ordinary shares to be issued to the warrant holder.


 


Rights


 


Except in cases where we are not the surviving
company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of an ordinary share upon consummation
of our initial business combination, even if the holder of a public right converted all ordinary shares held by him, her or it in connection
with the initial business combination or an amendment to our amended and restated memorandum and articles of association with respect
to our pre-business combination activities. In the event we will not be the surviving company upon completion of our initial business
combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth
(1/10) of a share underlying each right upon consummation of the business combination. No additional consideration will be required to
be paid by a holder of rights in order to receive his, her or its additional ordinary shares upon consummation of an initial business
combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).
If we enter into a definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement
will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in
the transaction on an as-converted into ordinary shares basis.


 


We will not issue fractional shares in connection
with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance
with the applicable provisions of British Virgin Islands Law. As a result, you must hold rights in multiples of 10 in order to receive
shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within
the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds with
respect to their rights, nor will they receive any distribution from our assets held outside of the trust account with respect to such
rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders
of the rights upon consummation of an initial business combination. Additionally, in no event will we be required to net cash settle the
rights. Accordingly, the rights may expire worthless.


 


Our Transfer Agent, Warrant Agent and Rights
Agent


 


The transfer agent for our ordinary shares, warrant
agent for our warrants, and rights agent for our rights is Continental Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn,
NY 11219.


 


Listing of our Securities


 


Our units, and the ordinary shares, warrants and
rights are listed on Nasdaq under the symbols “GBRGU,” “GBRG,” “GBRGW,” and “GBRGR,” respectively.


 


 


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