Business Context and Reporting Period
Newbridge Acquisition Limited is a blank check company incorporated in the British Virgin Islands on April 16, 2021, for the purpose of effecting a merger, share exchange, or similar business combination. As of the reporting date, the Company has not commenced operations and has not selected a target business. The filing covers the quarterly period ended September 30, 2025. The Company's registration statement for its Proposed Public Offering was declared effective on September 30, 2025, but the offering has not yet been consummated.
Key Financial Metrics
| Metric | As of Sept 30, 2025 | As of Dec 31, 2024 |
|---|---|---|
| Cash and Cash Equivalents | $57,208 | $9,456 |
| Total Assets | $273,257 | $95,243 |
| Total Liabilities | $799,843 | $469,351 |
| Shareholders' Deficit | $(526,586) | $(374,108) |
| Working Capital | $(742,635) | $(459,895) |
Results of Operations (Nine Months Ended Sept 30, 2025):
- Revenue: $0 (No operating revenues generated).
- Formation and Operating Costs: $152,478.
- Net Loss: $(152,478).
- Net Cash Used in Operating Activities: $(152,478).
- Net Cash Provided by Financing Activities: $200,230 (primarily from related-party promissory notes).
Material Changes
- Debt Increase: The promissory note payable to a related party increased from $469,351 to $799,843, reflecting additional borrowings to fund formation and offering costs.
- Share Forfeiture: On March 18, 2025, the Company forfeited 1,437,500 Class B ordinary shares. Outstanding Class B shares decreased from 2,875,000 to 1,437,500.
- Accumulated Deficit: The accumulated deficit grew from $(399,108) to $(551,586) due to ongoing operational losses.
- Deferred Offering Costs: Increased from $85,787 to $216,049 as the Company prepares for its public offering.
Outlook, Risks, and Contingencies
Going Concern: The Company has a negative working capital of $742,635 and an accumulated deficit of $551,586. Management has raised substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue operations is contingent upon the successful consummation of its Proposed Public Offering and a subsequent business combination.
Proposed Public Offering: The Company intends to offer up to 5,000,000 units (or 5,750,000 with over-allotment) at $10.00 per unit. Proceeds are intended to be held in a Trust Account. The Company has 15 months (extendable to 21 months) to complete a business combination.
Risks:
- Failure to consummate a business combination within the required timeframe will result in liquidation.
- Reliance on related-party loans (currently up to $1,000,000 available) to fund operations prior to the offering.
- No assurance that the Proposed Public Offering will be successful.
Investor Verification Checklist
- Offering Status: Verify if the Proposed Public Offering has been consummated since the filing date (Nov 14, 2025).
- Related Party Debt: Confirm the repayment terms and current balance of the $799,843 promissory note owed to the Sponsor.
- Share Count: Note the reduction in outstanding Class B shares to 1,437,500 following the March 2025 forfeiture.
- Liquidity: Assess the sufficiency of the $57,208 cash balance to sustain operations until the offering closes.
- Extension Terms: Review the terms for extending the business combination period, which requires the Sponsor to deposit $500,000 per 3-month extension into the Trust Account.