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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

February 2, 2026

Date of Report (Date of earliest event reported)

 

Newbridge Acquisition Limited

(Exact Name of Registrant as Specified in its Charter)

 

British Virgin Islands   001-42968   N/A

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

Unit B 17/F, Success Commercial Building

245-25, Hennessy Road, Wanchai, Hong Kong

  N/A
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (86) 186-0217-2929

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, no par value, and one Right entitling the holder to receive one-eighth of one Class A Ordinary Share   NBRGU   The Nasdaq Stock Market LLC
Class A Ordinary Shares   NBRG   The Nasdaq Stock Market LLC
Rights   NBRGR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 8.01. Other Events.

 

As previously disclosed, on February 2, 2026, Newbridge Acquisition Limited (the “Company”) consummated its initial public offering (“IPO”), which consisted of 5,750,000 units (the “Units”), including 750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, no par value (“Class A Ordinary Share”) and one right to receive one-eighth (1/8) of one Class A Ordinary Share upon the consummation of an initial business combination (each, a “Right”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $57,500,000.

 

Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with Wealth Path Holdings Limited of 186,250 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $1,862,500. Each Private Unit consists of one Class A Ordinary Share and one Right to receive one-eighth (1/8) of one Class A Ordinary Share upon the consummation of an initial business combination.

 

As of February 2, 2026, a total of $57,500,000 of the net proceeds from the IPO and the Private Placement was deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of February 2, 2026, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
99.1   Audited Balance Sheet as of February 2, 2026.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 5, 2026  
     
NEWBRIDGE ACQUISITION LIMITED  
     
By: /s/ Yongsheng Liu  
Name: Yongsheng Liu  
Title: Chief Executive Officer  

 

 

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