Business Context and Reporting Period
Newbridge Acquisition Limited (NBRG) is a blank check company incorporated in the British Virgin Islands, formed to effect a business combination with one or more target businesses. This Form 10-Q covers the quarterly period ended June 30, 2026. The Company consummated its Initial Public Offering (IPO) on February 2, 2026, and has not yet commenced operations other than organizational activities and the search for a target.
Key Financial Metrics
| Metric | As of/For Period Ended June 30, 2026 |
|---|---|
| Total Assets | $59,928,357 |
| Cash and Cash Equivalents (Operating) | $1,642,788 |
| Trust Account Balance | $58,285,569 |
| Net Income (Six Months) | $385,352 |
| Net Income (Three Months) | $289,370 |
| Operating Expenses (Six Months) | $400,217 |
| Working Capital Deficit | ($690,733) |
| Promissory Note (Related Party) | $2,208,521 |
| Ordinary Shares Subject to Redemption | 5,750,000 shares ($53,394,756) |
Material Changes vs. Prior Period
- Asset Growth: Total assets increased from $4.82 million (Dec 31, 2025) to $59.93 million (June 30, 2026), driven primarily by the deposit of $57.5 million into the Trust Account following the February 2026 IPO.
- Profitability Shift: The Company transitioned from a net loss of $88,605 for the six months ended June 30, 2025, to a net income of $385,352 for the same period in 2026. This is attributable to $785,569 in income earned on marketable securities held in the Trust Account.
- Liability Reduction: The promissory note payable to a related party decreased from $5.41 million to $2.21 million as proceeds from the IPO were used to repay a portion of the debt.
- Equity Structure: Following the IPO, 5,750,000 Class A ordinary shares are classified as temporary equity (subject to redemption), whereas no such shares existed at the end of 2025.
Outlook, Risks, and Subsequent Events
- Business Combination Agreement: On August 3, 2026 (subsequent to the reporting period), the Company entered into a Business Combination Agreement with Startech Group Inc. The transaction values Startech at $1.0 billion. Upon closing, the Company will domesticate to Delaware and be renamed "Startech Inc."
- Going Concern: Management has determined that the mandatory liquidation requirement if a business combination is not completed within 15 months (extendable to 21) raises substantial doubt about the Company's ability to continue as a going concern.
- Liquidity: The Company currently has a working capital deficit. It relies on funds held outside the Trust Account and potential loans from the Sponsor to meet operating expenses until the business combination is consummated.
- Extension Terms: The Company may extend the time to consummate a business combination by up to six months in total by depositing $0.10 per share into the Trust Account for each three-month extension.
Investor Verification Checklist
- Verify the status and closing conditions of the Business Combination Agreement with Startech Group Inc. signed on August 3, 2026.
- Confirm the exact amount of cash available outside the Trust Account to cover the current working capital deficit of $690,733 and future operating costs.
- Review the terms of the related-party promissory note ($2.2 million outstanding) and any potential conversion or repayment obligations.
- Assess the risk of shareholder redemptions, which could reduce the Trust Account balance below the $10.00 per share threshold required for the business combination.
- Monitor the timeline for the business combination to ensure it is completed within the 15-month window (or extended period) to avoid automatic liquidation.