Business Context and Reporting Period
Newbridge Acquisition Limited is a blank check company (SPAC) incorporated in the British Virgin Islands, formed to effect a merger or business combination with one or more target businesses. The company has no specific operations other than searching for a target. This Form 10-K covers the fiscal year ended December 31, 2025. The company consummated its Initial Public Offering (IPO) on February 2, 2026, subsequent to the reporting period.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Net Loss | $(221,014) | $(140,962) |
| Cash (Operating) | $1,824,242 | $9,456 |
| Trust Account Balance | $2,700,000 | $0 |
| Working Capital | $(3,590,521) Deficit | $(459,895) Deficit |
| Promissory Note (Related Party) | $5,414,763 | $469,351 |
| Shareholders' Deficit | $(595,122) | $(374,108) |
Note: The Trust Account balance of $2,700,000 as of December 31, 2025, represents funds deposited prior to the full IPO closing. The full IPO proceeds of $57,500,000 were deposited in the Trust Account on February 2, 2026.
Material Changes and IPO Details
- IPO Consummation: On February 2, 2026, the company completed its IPO of 5,750,000 units (including full exercise of the over-allotment option) at $10.00 per unit, generating gross proceeds of $57,500,000.
- Private Placement: Simultaneously, the Sponsor purchased 186,250 private units for $1,862,500.
- Trust Account: A total of $57,500,000 was deposited into the Trust Account for public shareholders.
- Debt Repayment: Following the IPO, the company repaid $1,504,956 of the related-party promissory note in February 2026.
- Share Structure: As of March 23, 2026, there were 7,546,250 ordinary shares outstanding (6,108,750 Class A and 1,437,500 Class B).
Outlook, Risks, and Management Commentary
- Going Concern: The independent auditor has expressed substantial doubt about the company's ability to continue as a going concern due to the working capital deficit and the requirement to complete a business combination within 15 months (extendable to 21 months) of the IPO. If no combination is completed, the company will liquidate.
- Target Criteria: Management intends to target small-cap companies ($650 million to $2 billion valuation) in emerging markets, focusing on green/sustainable business, new energy, AI, and advanced manufacturing. The company will not pursue targets utilizing Variable Interest Entities (VIEs).
- China Risks: The company's management and sponsor have significant ties to China. While the company is not targeting Chinese companies specifically, it may consider targets with ties to China. This exposes the company to PRC regulatory risks, including the "Trial Measures" for overseas listings and potential restrictions on foreign investment.
- Extension Terms: The company may extend the combination period twice by three months each (total 21 months) by depositing $500,000 (or $575,000 with over-allotment) per extension into the Trust Account.
Investor Verification Checklist
- Going Concern Status: Verify the company's ability to raise additional capital if the IPO proceeds outside the trust are insufficient to cover operating expenses before a business combination.
- Extension Funding: Confirm the Sponsor's ability and willingness to fund the Trust Account extensions ($500k-$575k per 3 months) if a deal is not found within 15 months.
- China Regulatory Exposure: Assess the impact of PRC regulations (CSRC Trial Measures) on potential targets, given the management's ties to China and the prohibition on VIE structures.
- Related Party Debt: Review the terms of the remaining promissory note balance and the potential conversion of up to $1.5 million into private units upon a business combination.
- Redemption Rights: Understand that public shareholders can redeem shares for their pro-rata share of the Trust Account (approx. $10.00/share) upon a business combination or liquidation.