Newbridge Acquisition Ltd 8-K

What Happened

• Newbridge Acquisition Limited (NBRG) announced on Feb 27, 2026 that it entered into a memorandum of understanding (MOU) with Starcoin Group Limited (formerly Innovative Pharmaceutical Biotech Limited) to explore a potential de‑SPAC transaction involving Starcoin and/or its assets or businesses. Starcoin is listed on The Stock Exchange of Hong Kong Limited (stock code 399).

Key Details

• MOU date: February 27, 2026.
• Parties: Newbridge Acquisition Limited and Starcoin Group Limited (Cayman incorporation, continued in Bermuda).
• Scope: Parties will use reasonable endeavours to discuss and pursue the Potential Transaction, provide assistance for due diligence, and proceed only if definitive agreements are signed.
• Term/Binding: The MOU is non‑binding and will terminate on the earlier of signing definitive agreements or 180 days after the MOU (unless extended). No financial terms were disclosed.

Why It Matters

• This MOU signals Newbridge is actively pursuing a possible business combination (de‑SPAC) target, which could materially change the company if definitive agreements are reached.
• Because the MOU is non‑binding and subject to due diligence and definitive agreements, there is no guarantee the transaction will occur; investors should exercise caution and note the company’s forward‑looking statement disclaimers.