FORM 10-K" This is an annual report filed by Newbridge Acquisition Limited with the United States Securities and Exchange Commission (SEC) for the fiscal year ended December 31, 2025.
FORM 10-K" This is an annual report filed by Newbridge Acquisition Limited with the United States Securities and Exchange Commission (SEC) for the fiscal year ended December 31, 2025.
Newbridge Acquisition Limited, a British Virgin Islands company, filed its annual report for the fiscal year ended December 31, 2025. The company’s securities are listed on the NASDAQ Stock Market LLC under the ticker symbols NBRGU, NBRG, and NBRGR. As of March 23, 2026, the company had 7,546,250 ordinary shares outstanding, including 6,108,750 Class A ordinary shares and 1,437,500 Class B ordinary shares. The company is not a well-known seasoned issuer, is not required to file reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, and is an emerging growth company. The company’s financial statements reflect the correction of an error to previously issued financial statements, but this correction did not require a recovery analysis of incentive-based compensation received by executive officers.
Overview
The company is a blank check company incorporated in the British Virgin Islands with the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. The company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although it may consider a business combination with an entity or business with ties to China, which could subject the post-business combination business to Chinese laws and regulations.
The company expects to continue incurring significant costs in the pursuit of its acquisition plans, but cannot assure that its plans to complete a business combination will be successful.
Results of Operations
The company has not engaged in any operations or generated any operating revenues to date. Its only activities since inception have been organizational activities and those necessary to prepare for the initial public offering. The company does not expect to generate any operating revenues until after the completion of its initial business combination. It expects to generate non-operating income in the form of interest income on marketable securities held after the initial public offering, and to incur increased expenses as a result of being a public company and for due diligence expenses in searching for and completing a business combination.
For the years ended December 31, 2024 and 2025, the company had a net loss of $140,962 and $221,014, respectively, which consisted of formation and operating expenses.
Liquidity and Capital Resources
On February 2, 2026, the company consummated its Initial Public Offering of 5,750,000 Units, at $10.00 per Unit, generating gross proceeds of $57,500,000, including the full exercise by the underwriters of their over-allotment option. Simultaneously, the Sponsor purchased an aggregate of 186,250 units at a price of $10.00 per unit for an aggregate purchase price of $1,862,500 in a private placement.
A total of $57,500,000 of the net proceeds from the Initial Public Offering and the Private Placement were deposited in a trust account established for the benefit of the company’s public stockholders.
As of December 31, 2025, the company had $1,824,242 in cash and a working capital deficit of $3,590,521. The company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor and loans available from the Sponsor under unsecured promissory notes. Subsequent to the consummation of the Initial Public Offering, the company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the IPO and the proceeds held outside of the Trust Account.
The company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. Management has determined that these conditions raise substantial doubt about the company’s ability to continue as a going concern.
Off-Balance Sheet Arrangements
The company did not have any off-balance sheet arrangements as of December 31, 2025.
Commitments and Contractual Obligations
The company does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than agreements with affiliates of Sponsor to pay an aggregate of $6,831 per month for office space, utilities, and secretarial and administrative support.
The underwriters were entitled to a cash underwriting discount of 1.5% of the gross proceeds of the Initial Public Offering, amounting to $862,500.
Critical Accounting Estimates
The preparation of financial statements and related disclosures requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and income and expenses. It is reasonably possible that the actual results could materially differ from those estimates.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the company’s financial statements.