Benzinga | Oct 4, 2021 08:45AM EDT

AgiiPlus Reports SPAC Merger Deal With Goldenbridge Acquisition

* Founded in 2016, AgiiPlus has grown to become a leading work solutions provider for rapid-change, quick-pivot enterprises with progressive businesses in the emerging sectors of China and Singapore.

* AgiiPlus generated revenues of RMB357 million (approximately US$55 million) in 2020 (unaudited)1 with a compounded annual growth rate of 158% from 2016 to 2020. Revenues in 2020 increased 23.7% compared to 2019, despite the COVID-19 pandemic.

* The proposed transaction values the combined company at an estimated enterprise value on a pro-forma basis of approximately $578 million, assuming no redemptions from the trust account.

* As part of the transaction, AgiiPlus commits to complete an equity financing of no less than $15 million. In addition, AgiiPlus aims to raise $35 million through PIPE transactions.

SHANGHAI, China and SINGAPORE, Oct. 04, 2021 (GLOBE NEWSWIRE) -- AgiiPlus Inc. ("AgiiPlus" or the "Company"), a leading work solutions provider for rapid-change, quick-pivot enterprises in China and Singapore, announced today that it has entered into a definitive merger agreement (the "Merger Agreement") on September 30 for a business combination with Goldenbridge Acquisition Limited ("Goldenbridge") (NASDAQ:GBRG, GBRGU, GBRGW, GBRGR))), a British Virgin Islands special purpose acquisition company. Upon consummation of the transaction contemplated by the Merger Agreement, (i) Goldenbridge will reincorporate to the Cayman Islands by merging with AgiiPlus Global Inc., a Cayman Islands exempted company and wholly owned subsidiary of Goldenbridge ("AgiiPlus Global"), and (ii) concurrently with the reincorporation merger, AgiiPlus Corporation Inc ("AgiiPlus Corp."), a Cayman Islands exempted company and wholly owned subsidiary of AgiiPlus Global, will be merged with and into AgiiPlus, resulting AgiiPlus being a wholly owned subsidiary of AgiiPlus Global. Upon the closing of the transactions, the combined company is expected to remain NASDAQ-listed under a new ticker symbol "AGII".

Founded in 2016, AgiiPlus has grown to become a leading work solutions provider for rapid-change, quick-pivot enterprises in China and Singapore.

To adapt to fierce competition and rapidly evolving market demands, companies are adjusting their business models to foster more agility to meet such demands. These transformative enterprises generally have organizational structure characteristics that are more flexible with higher technological attributes and are primarily focused on business development, which requires a one-stop solution that can dynamically meet various demands over their business life cycles.

Relying on its proprietary technologies, AgiiPlus offers transformative integrated working solutions to its enterprise customers, including a digital office marketplace to match enterprises with landlords, customized prefabricated renovation with smart building solutions, high quality flexible workspace with plug-in software and on-demand enterprise services.

AgiiPlus has established an innovative business model called S²aaS - Space & Software As A Solution which combines "Software As A Service" and "Space As A Service". It adapts property technology, SaaS-based systems and high-quality physical workspace to provide integrated work solutions and improve work efficiency for enterprise customers.

As of June 30, 2021, AgiiPlus has served over 7,500 enterprise clients and 95,000 online members with a comprehensive managed area of more than 500,000 square meters (approximately 5.38 million square feet). AgiiPlus has accumulated over 8,500,000 foot traffic for managed buildings and operates 50 physical agile working centers across Tier-1 and gateway cities in China and Singapore.

AgiiPlus has generated a compounded annual revenue growth rate of approximately 158% from 2016 to 2020. Revenues in 2020 increased by 23.7% compared to 2019, despite the COVID-19 pandemic.

The current management team of AgiiPlus will continue to run the combined Company after the transaction.

Goldenbridge Chairman Yongsheng Liu commented: "With Goldenbridge's core mission to seek a disruptive, high impact, technology driven company, I am pleased we found AgiiPlus, a leading platform in China providing a full spectrum of working solutions for rapid-change, quick-pivot enterprises. I look forward to this partnership, which will enable us to collaboratively create greater value for all."

Dr. Jing Hu, Founder of AgiiPlus, commented, "Today's announcement marks a significant milestone for AgiiPlus, and we are thrilled to enter into this Merger Agreement with Goldenbridge. This transaction directly aligns with our strategic objectives and will enable us to further develop our innovative S2aaS platform while also expanding geographically, thus unleashing the exciting potential of our growth initiatives. We are confident that we are on our way to becoming the largest work solutions provider in China by 2022/2023. We believe this transaction will enable us to start the next chapter of our company's journey of creating an ecosystem that effectively serves enterprises throughout their entire business lifecycle. We look forward to strengthening our leading position and maximizing value to our shareholders and customers."

Key Transaction Terms

Under the terms of the Merger Agreement, Goldenbridge's wholly owned subsidiary AgiiPlus Global will acquire AgiiPlus, resulting in AgiiPlus Global being a listed company on the Nasdaq Capital Market. At the effective time of such transactions, AgiiPlus' shareholders and management will receive 52 million ordinary shares of AgiiPlus Global. All shares held by existing AgiiPlus shareholders will be subject to lock-up agreements for a period of twelve (12) months following the date the transaction closes, subject to certain exceptions

The proposed transactions contemplated by the Merger Agreement valued the combined company at an estimated equity value on a pro-forma basis of approximately $578 million assuming no redemptions from the trust account.

The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement relating to the transaction, a copy of which will be filed by Goldenbridge with the SEC as an exhibit to a Current Report on Form 8-K.

Advisors

Maxim Group LLC is acting as M&A and financial advisor to Goldenbridge. Loeb & Loeb LLP is acting as legal advisor to Goldenbridge. Hunter Taubman Fischer & Li LLC is acting as legal advisor to AgiiPlus. MaloneBailey is acting as auditor to AgiiPlus. Chain Stone Capital Limited is acting as financial advisor to AgiiPlus.

About AgiiPlus

AgiiPlus is a leading work solutions provider for serving booming rapid-change, quick-pivot enterprises with progressive businesses in emerging sectors of China and Singapore. Relying on its proprietary technologies, AgiiPlus offers transformative integrated working solutions to its enterprise customers, including a digital office marketplace to match enterprises with landlords, customized prefabricated renovation with smart building solutions, high quality flexible workspace with plug-in software and on-demand enterprise services.