NBRG

Business Context and Reporting Period

Newbridge Acquisition Limited (NBRG) is a blank check company incorporated in the British Virgin Islands for the purpose of effecting a merger, share exchange, or asset acquisition. The reporting period covers the three months ended March 31, 2026. On February 2, 2026, the Company consummated its Initial Public Offering (IPO) of 5,750,000 units (including the full exercise of the underwriters' over-allotment option) at $10.00 per unit, generating gross proceeds of $57,500,000. Simultaneously, the Company completed a private placement of 186,250 units to its Sponsor, Wealth Path Holdings Limited, for $1,862,500.

Key Financial Metrics

Material Changes vs. Prior Period

• Capitalization: The Company transitioned from a pre-IPO shell to a post-IPO SPAC. Total assets increased from approximately $4.8 million to $59.7 million, driven primarily by the deposit of $57.5 million into the Trust Account.
• Profitability: The Company reported a net income of $95,982 for Q1 2026, compared to a net loss of $51,857 in Q1 2025. This reversal was due to $306,561 in interest income earned on marketable securities held in the Trust Account, which offset increased general and administrative expenses.
• Debt Reduction: The promissory note payable to the related party decreased from $5.4 million to $2.3 million as proceeds from the IPO were used to repay a portion of the loan.
• Equity Structure: 5,750,000 ordinary shares are now classified as temporary equity (subject to redemption) with a value of $52,163,181. Shareholders' equity turned positive to $5.1 million from a deficit of $0.6 million.

Outlook, Risks, and Management Commentary

• Business Combination Timeline: The Company has 15 months from the IPO closing (February 2, 2026) to consummate an initial business combination. This period may be extended twice by three months each (up to 21 months total) if the Sponsor deposits $500,000 (or $575,000 with over-allotment) per extension into the Trust Account.
• Liquidity and Going Concern: Management has identified substantial doubt about the Company's ability to continue as a going concern. This is due to the mandatory liquidation requirement if a business combination is not completed within the specified timeframe. The Company currently has a working capital deficit of $501,095.
• Use of Proceeds: Substantially all net proceeds are held in the Trust Account and will be used for the business combination or redemption of public shares. Funds outside the Trust Account ($1.8 million) are intended for working capital, transaction costs, and due diligence.
• Risks: There is no assurance that a business combination will be completed. If the Company fails to complete a transaction, it will liquidate, and public shareholders will receive their pro-rata share of the Trust Account. Rights will expire worthless upon liquidation.

Investor Verification Checklist

• Trust Account Yield: Verify the current interest rate on the $57.8 million held in the Trust Account to assess potential accretion to the redemption value.
• Extension Funding: Confirm the Sponsor's financial capacity to fund the $500,000 per quarter extension payments if the 15-month deadline is not met.
• Related Party Debt: Review the terms of the remaining $2.3 million promissory note and the potential for additional working capital loans from the Sponsor.
• Redemption Rights: Understand that 5,750,000 public shares are subject to redemption at approximately $10.00 per share (plus interest) upon a business combination or liquidation.
• Target Selection: Monitor for any announcements regarding a definitive agreement for a business combination, as the Company has not yet selected a target.