UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ______________ Newbridge Acquisition Limited (Exact name of registrant as specified in its charter) | British Virgin Islands | 001-42968 | N/A | | --- | --- | --- ...

HONG KONG, CHINA, March 18, 2026 (GLOBE NEWSWIRE) -- Newbridge Acquisition Limited (Nasdaq: NBRGU) (the “Company”) today announced that, commencing March 23, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and rights included in the units. Each right entitles the holder thereof to receive one-eighth of one Class A ordinary share upon the consummation of a initial business combination. No fractional rights will be is ...

Core Insights - The Hong Kong IPO market is showing a vibrant start in 2026, achieving a record of zero IPO failures for the month and solidifying its position as a key financing platform for global new economy enterprises [2][4] Hong Kong IPO Market Overview - As of January 31, 2026, a total of 13 companies (including GEM) were listed on the Hong Kong Stock Exchange, an increase of 5 companies compared to the same period last year, marking a significant growth [4] - The total amount raised through IPOs reached HKD 39.255 billion, a staggering increase of 556.22% year-on-year, marking Hong Kong's return to the top of the global IPO fundraising rankings after six years [4] - The fundraising structure is becoming more balanced and healthy, with 11 companies raising over HKD 1 billion, 7 over HKD 3 billion, and 5 over HKD 4 billion [5][6] Sector and Company Highlights - Five hard technology companies, including Wallen Technology, were the main contributors to the fundraising, each raising over HKD 4 billion [6] - The consumer sector, exemplified by the leisure food chain "Mingming is Busy," also demonstrated strong capital attraction [6] - The hard technology sector continues to attract significant capital, reinforcing its dominant position in the market [7] Upcoming IPOs and Applications - In the period from January 26 to February 1, 2026, three companies from the hard technology sector passed the listing hearing, indicating ongoing interest in this field [8] - A total of 121 new IPO applications were received in January 2026, showcasing a robust pipeline of industry-leading companies across various sectors [10] US IPO Market Overview - In January 2026, three companies completed their listings in the US, with two using the SPAC method, indicating a rising trend in SPACs among Chinese companies [13][14] - SPACs accounted for two-thirds of the completed listings, highlighting their growing significance in the fundraising landscape [14][19] - The fundraising data shows that SPACs have become the dominant force, raising over USD 200 million, which constitutes more than 95% of the total fundraising for the month [19] Regulatory Environment - The recent policy upgrades in the US have significantly raised the listing thresholds, prompting Chinese companies to focus on enhancing their core competitiveness and compliance [22]

Company Overview - Newbridge Acquisition Limited is a blank check company incorporated in the British Virgin Islands, aiming to engage in mergers, share exchanges, asset acquisitions, share purchases, recapitalizations, reorganizations, or similar business combinations with various businesses or entities [6] IPO Details - The company closed its initial public offering (IPO) of 5,750,000 units, which includes 750,000 units from the underwriters' over-allotment option [1] - Each unit consists of one Class A ordinary share and one right, with each right entitling the holder to receive one-eighth (1/8) of a Class A ordinary share upon the completion of an initial business combination [1] - The offering was priced at $10.00 per unit, resulting in total gross proceeds of $57,500,000 for the company [1] Trading Information - The units began trading on the NASDAQ Capital Market under the ticker symbol "NBRGU" on January 30, 2026 [2] - Once the securities within the units start separate trading, the Class A ordinary shares and rights are expected to be listed under the ticker symbols "NBRG" and "NBRGR," respectively [2] Management and Legal Counsel - Kingswood Capital Partners, LLC acted as the sole book running manager for the offering [3] - Loeb & Loeb LLP served as legal counsel to the company, while Greenberg Traurig, LLP provided legal counsel to Kingswood Capital Partners, LLC [3] Regulatory Filings - A registration statement on Form S-1 was filed with the SEC and became effective on September 30, 2025, with a post-effective amendment declared effective on December 18, 2025 [4] - A final prospectus related to the offering is available on the SEC's website [4]

Group 1 - Last week, 10 new stocks were listed, with 7 being SPACs [1] - Medline (MDLN) raised $6.265 billion by issuing 216 million shares at $29 each, exceeding its initial plan of 179 million shares [1] - Andersen (ANDG) raised $176 million by issuing 11 million shares at $16 each [2] Group 2 - Starfighters Space (FJET) raised $40 million by issuing 11.14 million shares at $3.59 each [3] - Several SPACs raised significant funds: TGE Value Creative Solutions ($150 million), Vine Hill Capital Investment II ($200 million), Churchill Capital ($360 million), Crane Harbor Acquisition II ($300 million), Iron Horse Acquisition ($200 million), American Drive Acquisition ($200 million), and Launchpad Cadenza Acquisition ($200 million) [3] - 18 companies submitted listing applications, including 2 from China, with one SPAC from China planning to list this week [3] Group 3 - Newbridge Acquisition Ltd plans to list on December 23, 2025, on NASDAQ under the ticker NBRGU [4] - The company, based in Hong Kong, aims to target sectors such as green/sustainable business, new energy, advanced technology, AI applications, business software, and healthcare [4] - Newbridge Acquisition plans to raise $5 million by issuing 500,000 units at $10 each, with each unit consisting of one common share and a right to receive one-eighth of a share upon completion of the initial business combination [4]

Financial Position - As of September 30, 2025, total assets amounted to $273,257, with current assets at $57,208 and deferred offering costs at $216,049[9] - Total liabilities were reported at $799,843, with a promissory note from a related party contributing $799,843 to this total[9] - The Company has a negative working capital of $742,635 and an accumulated deficit of $551,586 as of September 30, 2025[39] - The Company has $57,208 in cash as of September 30, 2025, compared to $9,456 as of December 31, 2024[47] - As of September 30, 2025, the Company had borrowed $799,843 under a promissory note from the Sponsor, with a total borrowing limit of $1,000,000[64] - The Company has no borrowings under Working Capital Loans as of September 30, 2025, with a potential conversion of up to $1,500,000 into units at $10.00 per unit[66] - The Company has not recognized any unrecognized tax benefits and has a tax provision of zero for the nine months ended September 30, 2024 and 2025[55] - The company does not have any long-term debt or off-balance sheet arrangements as of September 30, 2025[97][98] Operating Performance - The company recorded a net loss of $152,478 for the nine months ended September 30, 2025, compared to a net loss of $73,725 for the same period in 2024[14] - Basic and diluted net loss per ordinary share for the nine months ended September 30, 2025, was $0.09, compared to $0.03 for the same period in 2024[14] - For the nine months ended September 30, 2025, the Company reported a net loss of $152,478 and negative operating cash flows of $152,478[39] - The Company expects to incur significant costs in pursuit of its acquisition plans, raising doubts about its ability to continue as a going concern[39] - The company has not engaged in any operations or generated any revenues to date, with only organizational activities conducted since inception[89] Proposed Public Offering - The Proposed Public Offering aims to raise $50 million through the sale of 5,000,000 units at $10.00 per unit, with an option for underwriters to purchase an additional 750,000 units[28] - The Company plans to hold proceeds from the Proposed Public Offering in a Trust Account, which will only be released upon the completion of an initial Business Combination[30] - The initial Business Combination must involve target businesses or assets with a fair market value of at least 80% of the Trust Account value[29] - The Proposed Public Offering will offer up to 5,000,000 Units at a price of $10.00 per Unit, potentially increasing to 5,750,000 Units if the underwriters' over-allotment option is exercised[60] - The estimated net proceeds from the offering are projected to be $50,500,000 (or $58,000,000 if the over-allotment option is exercised in full), with $50,000,000 (or $57,500,000 if the over-allotment is exercised in full) to be held in the trust account[92] - The company plans to use substantially all net proceeds from the offering to acquire target businesses and cover related expenses[93] - The company expects to incur approximately $150,000 in legal and accounting expenses, $100,000 for SEC filing obligations, and $120,000 for office space and administrative expenses related to the initial business combination[96] - The registration statement for the Proposed Public Offering was declared effective on September 30, 2025[83] - The company's registration statement on Form S-1 was declared effective by the SEC on September 30, 2025, but the initial public offering has not been completed as of the date of the quarterly report[113] Shareholder and Sponsor Information - The Company has forfeited 1,437,500 ordinary shares as of March 18, 2025, reducing the total shares outstanding to 1,437,500[11] - As of September 30, 2025, the Company had 1,437,500 Class B ordinary shares outstanding after the forfeiture of 1,437,500 shares[76] - The initial shareholders have waived their redemption rights for Founder Shares if the Company fails to complete the initial business combination within the specified period[34] - The Sponsor has agreed to loan the Company up to $1,000,000 for transaction costs related to the Proposed Public Offering[39] - The Sponsor will be liable if claims reduce the trust account amounts below $10.00 per share, except for certain waived claims[35] - The Sponsor has agreed not to transfer any Private Units until 30 days after the completion of the initial Business Combination[63] - The Company has granted Kingswood a right of first refusal for future equity and debt offerings for a period ending 15 months from the closing of the Offering[73] Future Plans and Concerns - The Company has the option to extend the time to consummate an initial Business Combination by up to 21 months, requiring a deposit of $500,000 for each three-month extension[67] - The underwriters are entitled to a cash underwriting discount of 1.5% of the gross proceeds from the Proposed Public Offering, amounting to $750,000, or up to $862,500 if the over-allotment option is exercised[70] - The company anticipates that the estimated $500,000 of net proceeds not held in the trust account will be sufficient to operate for at least the next 15 months, assuming no business combination is consummated during that time[94]

As filed with the U.S. Securities and Exchange Commission on September 25, 2025. Registration No. 333-289966 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ Newbridge Acquisition Limited (Exact name of registrant as specified in its charter) _____________________________________ | British Virgin Islands | 6770 | N/A | | --- | ...

As filed with the U.S. Securities and Exchange Commission on September 11, 2025. Registration No. 333-289966 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ Newbridge Acquisition Limited (Exact name of registrant as specified in its charter) _____________________________________ | British Virgin Islands | 6770 | N/A | | --- | ...

As filed with the U.S. Securities and Exchange Commission on August 29, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ Newbridge Acquisition Limited (Exact name of registrant as specified in its charter) _____________________________________ | British Virgin Islands | 6770 | N/A | | --- | --- | --- | | (State or othe ...