UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-~~___~~42968

NEWBRIDGE ACQUISITION LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Unit B 17/F, Success Commercial Building

245-25, Hennessy Road, Wanchai, Hong Kong

N/A

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (86) 186-0217-2929

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one Right to receive one-eighth (1/8) of one Class A Ordinary Share	NBRGU	The NASDAQ Stock Market LLC
Class A Ordinary Shares, no par value each	NBRG	The NASDAQ Stock Market LLC
Rights, each entitling the holder to receive one-eighth (1/8) of one Class A Ordinary Share	NBRGCR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 1411, ~~2025~~2026, there were 17,~~437~~546,~~500~~250 ordinary shares outstanding (inclusive of shares included in our units), including 6,108,750 Class A ordinary shares underlying the ~~Company’s~~units, and 1,437,500 Class B ordinary shares issued and outstanding.

NEWBRIDGE ACQUISITION LIMITED

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~ 2026

TABLE OF CONTENTS

Part I - FINANCIAL INFORMATION		1
Item 1.	Unaudited Condensed Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1416
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1719
Item 4.	Controls and Procedures	1719
Part II - OTHER INFORMATION		1820
Item 1.	Legal Proceedings	1820
Item 1A.	Risk Factors	1820
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1820
Item 3.	Defaults Upon Senior Securities	1820
Item 4.	Mine Safety Disclosures	1820
Item 5.	Other Information	1820
Item 6.	Exhibits	1921
SIGNATURES		2022

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NEWBRIDGE ACQUISITION LIMITED ~~CONDENSED~~ BALANCE SHEETS

	As of December 31, 2024			As of September 30, 2025
				(Unaudited)
Assets
Current asset
Cash	$	9,456		$	57,208
Total current asset		9,456			57,208
Deferred offering costs		85,787			216,049
Total Assets	$	95,243		$	273,257
Liabilities and Shareholders’ Deficit
Promissory note – related party	$	469,351		$	799,843
Total current liabilities		469,351			799,843
Total Liabilities		469,351			799,843
Commitments and Contingencies (Note 6)
Shareholders’ deficit
Class B ordinary shares, no par value, 10,000,000 authorized shares, 2,875,000 shares issued and outstanding as of December 31, 2024 and 1,437,500 shares issued and outstanding as of September 30, 2025(1)(2)		25,000			25,000
Accumulated deficit		(399,108	)		(551,586	)
Total shareholders’ deficit		(374,108	)		(526,586	)
Total Liabilities and Shareholders’ Deficit	$	95,243		$	273,257

(In U.S. Dollar, except for share data, or otherwise noted)

(1) This number includes an aggregate of up to 187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

	As of December 31,			As of March 31,
	2025			2026
				(Unaudited)
Assets
Current asset
Cash	$	1,824,242		$	1,846,192
Total current asset		1,824,242			1,846,192
Cash and marketable securities held in trust		2,700,000			57,806,561
Deferred offering costs		295,399			-
Total Assets	$	4,819,641		$	59,652,753

Liabilities and Shareholders’ Deficit
Promissory note - related party	$	5,414,763		$	2,347,287
Total current liabilities		5,414,763			2,347,287
Total Liabilities		5,414,763			2,347,287

Ordinary shares subject to redemption, 5,750,000 shares (at redemption price of $9.07 per share)		-			52,163,181

Commitments and Contingencies (Note 6)

Shareholders’ (deficit)/equity
Class A ordinary shares, no par value, 200,000,000 shares authorized; nil shares issued and outstanding as of December 31, 2025 and 358,750 shares issued and outstanding as of March 31, 2026 (excluding 5,750,000,000 shares subject to possible redemption)		-			-
Class B ordinary shares, no par value, 10,000,000 authorized shares, 1,437,500 and 1,437,500 shares issued and outstanding as of December 31, 2025 and March 31, 2026, respectively		25,000			25,000
Additional paid-in capital		-			5,641,425
Accumulated deficit		(620,122	)		(524,140	)
Total shareholders’ (deficit)/equity		(595,122	)		5,142,285
Total Liabilities and Shareholders’ (Deficit)/Equity	$	4,819,641		$	59,652,753

~~(2)~~The Onaccompanying ~~March~~notes ~~18,~~are ~~2025,~~an ~~the~~integral ~~Company~~part ~~forfeited~~of these ~~aggregately~~unaudited ~~1,437,500~~financial ~~ordinary shares to the Company (See Note 7)~~statements.

The accompanying notes are an integral part of these financial statements.

NEWBRIDGE ACQUISITION LIMITED UNAUDITED ~~CONDENSED~~ STATEMENT OF OPERATIONS

	For the three months ended September 30,						For the nine months ended September 30,
	2024			2025			2024			2025
Formation costs and operating costs	$	73,672		$	63,873		$	73,725		$	152,478
Net loss	$	(73,672	)	$	(63,873	)	$	(73,725	)	$	(152,478	)
Basic and diluted weighted average ordinary shares outstanding(1)(2)		2,687,500			1,250,000			2,687,500			1,655,449
Basic and diluted net loss per ordinary share	$	(0.03	)	$	(0.05	)	$	(0.03	)	$	(0.09	)

(In U.S. Dollar, except for share data, or otherwise noted)

(1) This number excludes an aggregate of up to 187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

	For the three months ended March 31,
	2025			2026
General and administrative expenses	$	51,857		$	210,579
Total operating expenses		(51,857	)		(210,579	)
Income earned on marketable securities held in Trust Account		-			306,561
Net (loss)/income	$	(51,857	)	$	95,982

Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares		-			3,641,667
Basic and diluted net income per ordinary share, redeemable ordinary shares		-			0.02

Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares		2,479,861			1,664,708
Basic and diluted net (loss)/income per ordinary share, non-redeemable ordinary shares		(0.02	)		0.02

The accompanying notes are an integral part of these financial statements.

NEWBRIDGE ACQUISITION LIMITED UNAUDITED ~~CONDENSED~~ STATEMENT OF CHANGES IN SHAREHOLDERS’ (DEFICIT)/EQUITY

	Ordinary Shares				Accumulated			Total shareholders’
	Class B		Amount		deficit			deficit
Balance as of December 31, 2023		2,875,000	$	25,000	$	(258,146	)	$	(233,146	)
Net loss		—		—		—			—
Balance as of March 31, 2024		2,875,000	$	25,000	$	(258,146	)	$	(233,146	)
Net loss		—		—		(53	)		(53	)
Balance as of June 30, 2024		2,875,000	$	25,000	$	(258,199	)	$	(233,199	)
Net loss		—		—		(73,672	)		(73,672	)
Balance as of September 30, 2024		2,875,000	$	25,000	$	(331,871	)	$	(306,871	)

(In U.S. Dollar, except for share data, or otherwise noted)

	Ordinary Shares					Accumulated			Total shareholders’
	Class A Ordinary Shares					Class B Ordinary Shares						Accumulated			Additional paid-in			Total shareholders’
	Class B			Amount		deficit			deficit
	Shares			Amounts		Shares			Amounts			deficit			capital			(deficit)/equity
Balance as of December 31, 2024		~~2,875,000~~-		$	~~25,000~~-	$	~~(399~~2,~~108~~875,000	)	$	~~(374~~25,~~108~~000	)		(399,108	)		-			(374,108	)
Net loss		—			—		(51,857	)		(51,857	)
Forfeited shares		-			-		(1,437,500	)		-			-			-			-
Forfeited shares		(1,437,500	)		—		—			—
Net loss		-			-		-			-			(51,857	)		-			(51,857	)
Balance as of March 31, 2025		~~1,437,500~~-		$	~~25,000~~-	$	~~(450~~1,~~965~~437,500	)	$	~~(425~~25,~~965~~000	)		(450,965	)		-			(425,965	)
Net loss		—			—		(36,748	)		(36,748	)
Balance as of December 31, 2025		-			-		1,437,500			25,000			(620,122	)		-			(595,122	)
Balance as of June 30, 2025		1,437,500		$	25,000	$	(487,713	)	$	(462,713	)
Net income		-			-		-			-			95,982			-			95,982
Net loss		—			—		(63,873	)		(63,873	)
Sale of private placement		186,250			-		-			-			-			1,862,500			1,862,500
Balance as of September 30, 2025		1,437,500		$	25,000	$	(551,586	)	$	(526,586	)
Issuance of representative shares		172,500			-		-			-			-			1,725,000			1,725,000
Fair value of right reclassification		-			-		-			-			-			2,874,975			2,874,975
Accretion of ordinary shares subject to redemption value		-			-		-			-			-			(821,050	)		(821,050	)
Balance as of March 31, 2026		358,750		$	-		1,437,500		$	25,000			(524,140	)		5,641,425			5,142,285

~~(1)~~The ~~This~~accompanying ~~number~~notes ~~includes~~are an ~~aggregate~~integral ~~of up to 187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in~~ part byof these ~~the~~unaudited ~~underwriters~~financial ~~(see Note 5)~~statements.

The accompanying notes are an integral part of these financial statements.

NEWBRIDGE ACQUISITION LIMITED UNAUDITED ~~CONDENSED~~ STATEMENTS OF CASH FLOWS

	For the nine months ended September 30,
	2024			2025
Cash Flows from Operating Activity:
Net loss	$	(73,725	)	$	(152,478	)
Net Cash Used in Operating Activity		(73,725	)		(152,478	)
Cash Flows from Financing Activities:
Proceeds from promissory note – related party		90,000			330,492
Payment for deferred offering costs		(4,231	)		(130,262	)
Net Cash Provided by Financing Activities		85,769			200,230
Net Change in Cash		12,044			47,752
Cash, at the beginning of period		4,649			9,456
Cash, at the end of period	$	16,693		$	57,208

(In U.S. Dollar, except for share data, or otherwise noted)

The accompanying notes are an integral part of these financial statements.

	For the three months ended March 31,
	2025			2026
Cash Flows from Operating Activities:
Net (loss)/income	$	(51,857	)	$	95,982
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on marketable securities held in Trust Account		-			(306,561	)
Net Cash Used in Operating Activities		(51,857	)		(210,579	)

Cash Flows from Investing Activity:
Purchase of investment held in Trust Account		-			(54,800,000	)
Net Cash Used in Investing Activity		-			(54,800,000	)

Cash Flows from Financing Activities:
Proceeds from public offering		-			57,500,000
Proceeds from private placement		-			1,862,500
Proceeds from promissory note – related party		72,123			300,000
Repayment of promissory note — related party		-			(3,367,476	)
Payment for deferred offering costs		(25,051	)		(1,262,495	)
Net Cash Provided by Financing Activities		47,072			55,032,529

Net Change in Cash		(4,785	)		21,950
Cash, at the beginning of period		9,456			1,824,242
Cash, at the end of period	$	4,671		$	1,846,192

Supplemental Disclosure of Non-cash Financing Activities
Fair value of right reclassification		-			2,874,975
Fair value of representative shares		-			1,725,000
Accretion of ordinary shares subject to redemption value		-			821,050

The accompanying notes are an integral part of these unaudited financial statements.

NEWBRIDGE ACQUISITION LIMITED NOTES TO ~~CONDENSED~~ FINANCIAL STATEMENTS ~~(UNAUDITED)~~

Note 1 — Organization and Business Operations

Newbridge Acquisition Limited (the “Company”) is incorporated blank check company incorporated as a British Virgin Island (“BVI”) company on April 16, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not selected any potential Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target.

As of ~~September~~March 3031, ~~2025~~2026, the Company had not commenced any operations. All activity ~~for~~through ~~the~~March ~~nine months ended September 30~~31, ~~2025~~2026 relates to the Company’s formation and the ~~Proposed~~Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash ~~equivalents~~and marketable securities held in trust from the proceeds derived from the ~~Proposed~~Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Wealth Path Holdings Limited, a BVI business company (the “Sponsor”). The registration statement for the Company’s Proposed Public Offering was declared effective on September 30, 2025. AsThe ofpost-effective amendment to the ~~date,~~registration statement was declared effective by the ~~Company~~SEC ~~has~~on ~~not~~December 18, 2025. On February 2, 2026, the Company consummated the ~~Proposed~~Initial Public Offering of 5,750,000 units (the “units” and, with respect to the Class A ordinary shares included in the units being offered, the “Public Shares”), including the full exercise by the underwriters of their over-allotment option in the amount of 750,000 units, at $10.00 per unit, generating gross proceeds of $57,500,000. Each unit consists of one Class A ordinary share and one right. Each right entitles the holder thereof to receive one-eighth (1/8) of one Class A ordinary share upon the consummation of an initial business combination.

~~The~~Simultaneously ~~Company’s~~with ~~sponsor~~the isclosing ~~Wealth~~of ~~Path~~the ~~Holdings~~Initial ~~Limited~~Public Offering, ~~a BVI business company (~~the ~~“Sponsor”). The~~ Company’s ~~ability~~consummated tothe ~~commence~~sale ~~operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering~~ of 5186,~~000,000 units~~250 atprivate ~~$10.00~~units ~~per unit~~ (the “Private Units”), ~~(or~~at ~~5,750,000 Units if~~a ~~the~~price ~~underwriters’~~of ~~over-allotment~~$10.00 ~~option~~per isPrivate ~~exercised in full)~~Unit, ~~which is discussed~~ in ~~Note 3~~a ~~(the~~private ~~“Proposed~~placement ~~Public~~to ~~Offering”) and~~ the ~~sale~~Company’s ~~of 175~~sponsor,~~000 Units (or~~ ~~186,250 Units if~~Wealth ~~the~~Path ~~over-allotment~~Holdings ~~option is exercised in full) at a price of $10.00 per unit~~Limited, ~~for~~generating angross ~~aggregate~~proceeds ~~purchase price~~ of ~~$1,750,000~~ ~~(or~~ $1,862,500, ifwhich ~~the over-allotment option~~ is ~~exercised~~described in ~~full)~~Note 4. ~~through~~Each Private Placement ~~that~~unit ~~will close simultaneously with the Proposed Public Offering, including the over-allotment option, as applicable. Each Unit~~ consists of one Class A ordinary share and one right. Each right entitles the holder thereof to receive one-eighth (1/8) of one Class A ordinary share upon the consummation of an initial business combination. No fractional rights will be issued upon separation of the units. As a result, the holder must have eight rights to receive one Class A ordinary share at the closing of the initial business combination. Each Private Placement Unit (“Private Unit”) will be identical to the Units sold in the Proposed Public offering, except as described in Note 4. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the ~~Proposed~~Initial Public Offering and the Private ~~Placement~~ Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

Transaction costs amounted to $1,557,894, consisting of $862,500 of cash underwriting fees, and $695,394 of other offering costs.

The initial Business Combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the Trust Account (defined below) (less any taxes payable on interest earned and less any interest earned thereon that is released to the Company for taxes) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Proposed Public Offering, management has agreed that an aggregate of $10.00 per Unit sold in the Proposed Public Offering with total redemption value of $10.00, including the proceeds of the sale of the Private Units, will be held in a Trust Account (“Trust Account”) and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The proceeds from the Proposed Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement in connection with our initial Business Combination.

~~NEWBRIDGE~~ ~~ACQUISITION~~Following ~~LIMITED~~the ~~NOTES~~closing TOof ~~CONDENSED~~the ~~FINANCIAL~~Initial ~~STATEMENTS~~Public Offering on February 2, 2026, an amount of $57,500,000 from the net proceeds from the Unit sold in the Initial Public Offering with total redemption value of $10.00, and the sale of the Private Placement Units, was held in a Trust Account (~~UNAUDITED~~“Trust Account”), which invest only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement in connection with our initial Business Combination.

Note 1 — Organization and Business Operations (cont.)

The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) seek shareholder approval of such initial Business Combination at a meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account or (ii) provide public shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock exchange listing requirement. The initial shareholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If the Company determines to engage in a tender offer, such tender offer will be structured so that each public shareholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001, or otherwise we are exempt from the provisions of Rule 419 promulgated under the Securities Act (so that we are not subject to the SEC’s “penny stock” rules) and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The ~~Company~~ordinary ~~will~~shares ~~have~~subject ~~only~~to ~~15 months~~redemption ~~from~~will ~~the~~be ~~closing~~recorded ofat ~~the~~a ~~Proposed~~redemption ~~Public~~value ~~Offering~~and ~~(or~~classified upas totemporary ~~21 months~~equity ~~from~~upon the ~~closing~~completion of the ~~Proposed~~Initial Public Offering, ifin ~~the~~accordance ~~Company~~with ~~extend~~Financial ~~the~~Accounting ~~period~~Standards ofBoard ~~time to consummate a Business Combination by the full amount of time)~~ (~~the~~ “~~Combination Period~~FASB”) toAccounting ~~complete~~Standards ~~the~~Codification ~~initial Business Combination. If the Company has not completed the initial Business Combination within the Combination Period, the Company will:~~ (i“ASC”) ~~cease~~ ~~all~~Topic ~~operations except for the purpose of winding up~~480, ~~(ii) as~~“Distinguishing ~~promptly~~Liabilities as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $50,000 of interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of ordinary shares and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the company, subject in each case to our obligations to provide for claims of creditors and the requirements of applicable law. This redemption of public shareholders from ~~the trust account shall be effected as required by function of the Company’s amended and restated memorandum and articles of association and prior to commencing any voluntary liquidation~~Equity. ”

The Company will have only 15 months from the closing of the Initial Public Offering (or up to 21 months from the closing of the Initial Public Offering if the Company extend the period of time to consummate a Business Combination by the full amount of time) (the “Combination Period”) to complete the initial Business Combination. If the Company has not completed the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $50,000 of interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of ordinary shares and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the company, subject in each case to our obligations to provide for claims of creditors and the requirements of applicable law. This redemption of public shareholders from the trust account shall be effected as required by function of the Company’s amended and restated memorandum and articles of association and prior to commencing any voluntary liquidation.

The initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares if the Company fail to consummate the initial business combination within the applicable period from the closing of this offering. However, if the initial shareholders, or any of officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to redemption rights with respect to such public shares if the Company fails to consummate our initial business combination within the required time period. There will be no redemption rights or liquidating distributions with respect to the rights, which will expire worthless in the event the Company does not consummate our initial business combination within the allotted time period.

The sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third party claims.

~~NEWBRIDGE~~ ~~ACQUISITION~~The ~~LIMITED~~sponsor ~~NOTES~~has TOagreed ~~CONDENSED~~that ~~FINANCIAL~~it ~~STATEMENTS~~will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.00 per share (~~UNAUDITED~~whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third party claims.

Note 1 — Organization and Business Operations (cont.)

The Company has not independently verified whether the sponsor has sufficient funds to satisfy its indemnity obligations and believes that the sponsor’s only assets are securities of the company. The Company has not asked the sponsor to reserve for such obligations and therefore believes the sponsor will be unlikely to satisfy its indemnification obligations if it is required to do so.

However, the Company believes the likelihood of the sponsor having to indemnify the trust account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Going Concern Consideration

As of ~~September~~March 3031, ~~2025~~2026, the Company had a ~~negative~~ working capital ~~of $742,635, an accumulated~~ deficit of $~~551~~501,~~586~~095 and aaccumulated ~~shareholders’~~ deficit of $~~526~~524,~~586~~140. For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, ~~the Company had a~~ net ~~loss~~cash ofused ~~$152,478~~in ~~and negative~~ operating ~~cash~~activities ~~flows~~was of $~~152~~210,~~478~~579. The Company has incurred and expects to continue to incur significant costs in pursuit of ~~its~~the ~~acquisition~~consummation ~~plans.~~of ~~These~~an ~~conditions~~initial ~~raise~~Business ~~substantial~~Combination. ~~doubt~~In ~~about~~addition, the Company’s ~~ability~~initially has 15 months to ~~continue~~consummate asthe ainitial ~~going~~Business ~~concern~~Combination (assume no extensions). ~~Management’s~~If ~~plans~~the toCompany ~~address~~does not complete a Business Combination within the ~~needs~~prescribed oftimeline, ~~capital~~the ~~through~~Company will trigger an automatic winding up, dissolution and liquidation pursuant to the ~~Proposed~~terms ~~Public~~of ~~Offering~~the ~~are~~Amended ~~discussed~~and inRestated ~~Note 3.~~Memorandum ~~There~~and isArticles noof ~~assurance~~Association. Notwithstanding management’s belief that the Company’s ~~plans~~would have sufficient funds to ~~raise~~execute ~~capital~~its orbusiness tostrategy, ~~consummate~~there is a ~~Business~~possibility ~~Combination~~that ~~will~~business becombination ~~successful~~might not happen within the ~~Combination~~15-month ~~Period.~~period Onfrom ~~May 1,~~the ~~2021,~~issuance ~~the~~date ~~Sponsor~~of ~~agreed~~these tofinancial ~~loan~~statements. In connection with the Company’s upassessment toof angoing ~~aggregate~~concern ~~amount~~considerations ofin ~~$500~~accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15,~~000~~ as“Disclosures ~~discussed~~of inUncertainties ~~Note 5~~about an Entity’s Ability to beContinue ~~used~~as a Going Concern,” inmanagement ~~part~~has determined that the mandatory liquidation, ~~for~~should ~~transaction~~a ~~costs~~business ~~incurred~~combination innot ~~connection~~occur, ~~with~~and potential subsequent dissolution, raises substantial doubt about the ~~Proposed~~Company’s ~~Public~~ability ~~Offering.~~to Oncontinue ~~May 1,~~as ~~2025~~a going concern. Therefore, management has determined that such additional condition raise substantial doubt about the Company’s ability to continue as a ~~new~~going ~~agreement~~concern ~~was~~until ~~signed,~~the ~~under~~earlier ~~which~~of the ~~total~~consummation ~~borrowings~~of ~~shall~~the ~~not~~Business ~~exceed~~Combination ~~$1,000,000~~or the date the Company is required to liquidate. The financial statements do not include any adjustments that might result from the Company’s inability to consummate the ~~Proposed~~initial ~~Public Offering or a~~ Business Combination to continue as a going concern.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulations S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s ~~prospectus~~annual ~~for~~report ~~its~~on ~~Proposed~~Form ~~Public~~10-K ~~Offering~~ as filed with the SEC. The interim results for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, are not necessarily indicative of the results to be expected for the period ending December 31, ~~2025~~2026 or for any future periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

NEWBRIDGE ACQUISITION LIMITED NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies (cont.)

Use of Estimates

The preparation of the ~~unaudited condensed~~ financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Changes in estimates are recognized in the period of change and future periods. Actual results could differ from those estimates.

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of ~~December~~ March 31, ~~2024 and September 30, 2025~~2026. As of ~~December~~ March 31, ~~2024 and September 30~~2026, ~~2025,~~ the Company has $91,~~456 and $57~~846,~~208~~192 of cash~~, respectively~~.

Cash and Marketable Securities Held in Trust

As of March 31, 2026, the Company had aggregated $57,806,561 in cash held in the Trust Account with Equinity Trust Company, LLC.

Deferred Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the ~~Proposed~~Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate ~~Proposed~~Initial Public Offering proceeds from the Units between Class A ordinary shares and rights, using the residual method by allocating ~~Proposed~~Initial Public Offering proceeds first to assigned value of the rights and then to the Class A ordinary shares. Offering costs allocated to the Public Shares will be charged to temporary equity and offering costs allocated to share rights included in the Public and Private Placement Units will be charged to shareholder’s equity as the share rights included in the Public and Private Placement Units after management’s evaluation will be accounted for under equity treatment. ~~Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.~~

~~Fair Value of Financial Instruments~~8

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Net Loss Per Ordinary Share

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 187,500 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5). As of December 31, 2024 and September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

8ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of February 2, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

NEWBRIDGE ACQUISITION LIMITED NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies (cont.)

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2024 and September 30, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.

The Company’s tax provision is zero for the nine months ended September 30, 2024 and 2025.

The Company is considered to be a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as ~~Shareholders~~shareholders’ ~~Deficit~~equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

In accordance with the SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the 5,750,000 ordinary shares sold as part of the Company’s IPO were issued with other freestanding instruments (i.e., public units), the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. The Company’s ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument, which is expected to be 15 months from the closing of the Initial Public Offering to our anticipated time frame to consummate an initial business combination. The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). Accordingly, as of March 31, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of March 31, 2026, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	57,500,000
Less:
Proceeds allocated to public rights		(2,874,975	)
Proceeds allocated to representative shares		(1,725,000	)
Allocation of offering costs related to redeemable shares		(1,557,894	)

Plus:
Accretion of carrying value to redemption value		821,050
Ordinary shares subject to possible redemption	$	52,163,181

Rights Accounting

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-eighth (1/8) of one ordinary share upon consummation of a Business Combination, even if the holder of a right redeemed all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively redeem his, her or its rights in order to receive the one-eighth (1/8) of a share underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional ordinary shares upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis.

The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of ten in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

The Company accounts for rights as either equity-classified or liability-classified instruments based on an assessment of the right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815 “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding.

For issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance. For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the rights are recognized as a non-cash gain or loss on the statement of operations.

As the rights issued upon the Initial Public Offering and Private Placements meet the criteria for equity classification under ASC 815, therefore, the rights are classified as equity.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Level 1:	Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2:	Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3:	Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2026 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Description	March 31, 2026		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and marketable securities held in trust	$	57,806,561	$	57,806,561	$	-	$	-

Net Income per Ordinary Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of shares of ordinary shares outstanding for the period. Remeasurement associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net income per share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the rights are contingent upon the occurrence of future events. As of March 31, 2026, the rights are exercisable to purchase 742,031 shares of common stock in the aggregate. The weighted average of these shares was excluded from the calculation of diluted net income common stock since the inclusion of such rights would be anti-dilutive. The rights cannot be converted to shares of common stock prior to an initial Business Combination; therefore, they have been classified as anti-dilutive.

	For the Three Months Ended March 31, 2026
	Redeemable Ordinary Share		Non-Redeemable Ordinary Share
Numerators:
Allocation of net income	$	66,228	$	29,754
Denominators:
Weighted-average ordinary shares outstanding		3,641,667		1,664,708

Basic and diluted net income per share	$	0.02	$	0.02

Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update 2023-07 —Segment Reporting — Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This update requires public entities to disclose its significant segment expense categories and amounts for each reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. As of ~~September~~February 302, ~~2025~~2026, the Company reported its operations as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures. See Note 8 for further information.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact these standards will have on it financial statements.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

911

~~NEWBRIDGE~~Note 3 — Initial ~~ACQUISITION~~Public ~~LIMITED NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)~~Offering

~~Note~~ On February 2, 2026, the Company consummated its Initial Public Offering of 5,750,000 Units, at $10.00 per Unit, generating gross proceeds of $57,500,000, including the full exercise by the underwriters of their over-allotment option in the amount of 750,000 units. Each unit consists of one Class 3A ordinary share and one right. Each right entitles the holder thereof to receive one-eighth of one Class —A ordinary share upon the consummation of an initial business combination. No fractional rights will be issued upon separation of the units. Therefore, the holder must have eight rights to receive one Class ~~Proposed~~A ~~Public~~ordinary ~~Offering~~share at the closing of the initial business combination.

In the Proposed Public Offering, the Company will offer for sale up to 5,000,000 Units, (or 5,750,000 Units if the underwriters’ over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each unit consists of one Class A ordinary share and one right. Each right entitles the holder thereof to receive one-eighth of one Class A ordinary share upon the consummation of an initial business combination. No fractional rights will be issued upon separation of the units. Therefore, the holder must have eight rights to receive one Class A ordinary share at the closing of the initial business combination.

Note 4 — Private Placement

~~The~~Simultaneously ~~Sponsor~~with ~~has~~the ~~agreed~~closing toof ~~purchase~~the Initial Public Offering, the Sponsor purchased an aggregate of ~~175,000 units (or~~ 186,250 units ~~if the over-allotment option is exercised in full)~~ at a price of $10.00 per unit for an aggregate purchase price of $1,~~750,000 (or $1,~~862,500 ~~if the over-allotment option is exercised~~ in ~~full) in~~ a private placement ~~that will occur simultaneously with the closing of this offering~~. Subject to certain limited exceptions, ~~our~~the initial shareholders have agreed not to transfer, assign or sell any of the private units and underlying ordinary shares until 30 days after the completion of ~~our~~the initial business combination or earlier if, subsequent to ~~our~~the initial business combination, wethe Company consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Note 5 — Related Party Transactions

Founder Shares

The Company’s Sponsor paid $25,000, or approximately $0.009 per share, for an aggregate of 2,875,000 ordinary shares (the “Founder Shares”) with no par value, 187,500 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. Subject to certain limited exceptions, ~~our~~the initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to ~~our~~the initial business combination, wethe Company consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of ~~our~~the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing if the last reported sale price of ~~our~~the Company’s ordinary shares equal or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganization, recapitalizations and other similar transactions) for any 20 trading days within any 30 trading day period commencing at least 150 days after ~~our~~the initial business combination the founder shares will not be subject to such transfer restrictions.

The Sponsor has also agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees) until 30 days after the completion of our initial business combination or earlier if, subsequent to ~~our~~the initial business combination, wethe Company consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note — Related Party

On May 1, 2021, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the ~~Proposed~~Initial Public Offering. The loan is non-interest bearing, unsecured and shall be payable promptly after the date on which the Company consummates an initial public offering of its securities. On May 1, 2025, a new agreement was signed, under which the total borrowings shall not exceed $1,000,000. These loans will be repaid upon the closing of the ~~Proposed~~Initial Public Offering out of the offering proceeds not held in the Trust Account. AsOn ofNovember ~~December 31~~15, ~~2024~~2025, ~~and~~the ~~September~~Sponsor ~~30,~~provided ~~2025,~~additional ~~the~~loans ~~Company~~up ~~had~~to ~~borrowed~~an ~~$469,351~~aggregate ~~and~~amount of $~~799~~5,~~843~~000,000 under the ~~promissory~~new ~~note~~sponsor loan agreement. The Company agrees the funds were used to pay for the Company’s expenses of the Initial Public Offering and Business Combination with interest-free.

10 As of March 31, 2026, the Company had borrowed $2,347,287 under the promissory note.

NEWBRIDGE ACQUISITION LIMITED NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 5 — Related Party Transactions (cont.)

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. If the Company does not complete a business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available. As of ~~December~~ March 31, ~~2024 and September 30~~2026, ~~2025,~~ the Company had no borrowings under the Working Capital Loans.

Extension Note

The Company will have until 15 months from the closing of the ~~Proposed~~Initial Public Offering to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 15 months, it may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 21 months to complete a Business Combination). Pursuant to the terms of the amended and restated memorandum and articles of association and the trust agreement to be entered into among the Company and Equinity Trust Company, LLC on the date of the prospectus for the ~~Proposed~~Initial Public offering, in order to extend the time available for the Company to consummate the initial Business Combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $500,000 or up to $575,000 if the underwriter’s over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, for each three months extension (or up to an aggregate of $1,000,000 (or $1,150,000 if the underwriter’s over-allotment option is exercised in full), or approximately $0.20 per share if we extend for the full six months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination. If the Company complete the initial business combination, the Company would repay such loaned amounts out of the proceeds of the trust account released to it. Otherwise, the Company will not repay such loans. Furthermore, the letter agreement with the initial shareholders contains a provision pursuant to which the sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that the Company do not complete a business combination. The sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete our initial business combination. No vote on or redemption of shares in connection with any such extension.

Note 6 — Commitments and Contingencies

Registration Rights

Pursuant to an agreement to be entered into on the date of the prospectus, ~~our~~the Company’s initial shareholders and their permitted transferees can demand that the Company register for resale the founder shares, the private units and the underlying private shares and private rights, and the units issuable upon conversion of working capital loans and the underlying ordinary shares and rights. The holders are entitled to make up to three demands, excluding short form demands, that the Company register such securities. Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating in this offering may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after ~~our~~the consummation of a business combination; provided that any holder that is affiliated with an underwriter participating in this offering may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

NEWBRIDGE ACQUISITION LIMITED NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 6 — Commitments and Contingencies (cont.)

Underwriters Agreement

Kingswood Capital Partners, LLC (“Kingswood”) has a 45-day option to purchase up to 750,000 units (over and above the 5,000,000 units referred to above) solely to cover over-allotments, if any. As of February 2, 2026, the underwriters fully exercised the over-allotment option to purchase 750,000 Public Units, generating gross proceeds to the Company of $7,500,000.

The underwriters ~~will~~were be entitled to a cash underwriting discount of half and one percent (1.5%) of the gross proceeds of the ~~Proposed~~Initial Public Offering, oramounting ~~$750,000 (or up~~ to $862,500 ~~if the underwriters’ over-allotment is exercised in full)~~.

Representative’s Ordinary Shares

The Company ~~has~~issued ~~agreed~~ to ~~issue to~~ Kingswood and/or its designees, 150,000 ordinary shares upon the consummation of the ~~Proposed~~Initial Public offering as part of the underwriting compensation. Kingswood has agreed not to transfer, assign or sell any such shares until the completion of our initial Business Combination. In addition, the Representative Shares are being registered in the registration statement in connection with the Offering. Kingswood agrees not to transfer, assign or sell any such shares until the completion of an initial business combination. In addition, Kingswood has agreed (i) to waive its redemption rights with respect to the Representative Shares in connection with the completion of an initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Representative Shares if the Company fails to complete an initial business combination within the periods of time as provided in the Company’s amended and restated memorandum and articles of association.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the Offering pursuant to FINRA Rule 5110(e)(1). Pursuant to this FINRA lock-up, the Representative Shares cannot be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days from the commencement of sales of the Offering except as permitted under FINRA Rule 5110(e)(2), including to any underwriter and selected dealer participating in the offering and their officers or partners, registered persons or affiliates.

Right of First Refusal

The Company granted Kingswood a right of first refusal, beginning on the date hereof and ending on the earlier of (i) fifteen (15) months from the closing of the Offering, or (ii) the closing of the Company’s initial business combination with a target company (the “RoFR Period”), of first refusal to act as sole underwriter and sole book running manager, or sole placement agent, for any and all future private or public equity, equity-linked, convertible and debt offerings of the Company, or any successor to or any subsidiary of the Company. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the offering.

Note 7 — Shareholders’ ~~Deficit~~Equity

~~Class B~~ Ordinary Shares — The Company has unlimited authorized shares with no par value. In April 2021, 100 shares were issued to the initial shareholder. In February 2022, the Company issued another 2,874,900 ordinary shares resulting in an aggregate of 2,875,000 ordinary shares issued to the initial shareholder for an aggregate purchase price of $25,000. In May 2025, the ordinary shares were reclassified into Class A and Class B ordinary shares. Pursuant to the amended and restated memorandum and articles of association, the Company is authorized to issue an unlimited number of shares divided into 200,000,000 Class A ordinary shares of no par value each, 10,000,000 Class B ordinary shares of no par value each and 5,000,000 preferred shares of no par value each. Following these transfers, and the reclassification of shares, the Company’s issued and outstanding ordinary shares consist of 2,875,000 Class B ordinary shares and 0 Class A ordinary shares as of December 31, 2024.

12 On March 18, 2025, the Company forfeited aggregately 1,437,500 Class B ordinary shares to the Company.

~~NEWBRIDGE~~ ~~ACQUISITION~~As ~~LIMITED~~of ~~NOTES~~March TO31, ~~CONDENSED~~2026, ~~FINANCIAL~~there ~~STATEMENTS~~were ~~(UNAUDITED)~~358,750 Class A ordinary shares issued and outstanding, including 186,250 shares from Private Placement and 172,500 Representative Shares, and excluding 5,750,000 ordinary shares subject to possible redemption. As of March 31, 2026, there were 1,437,500 Class B ordinary shares issued and outstanding.

~~Note 7 — Shareholders~~The shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. In connection with any vote held to approve the initial Business Combination, the Company’s ~~Deficit~~initial ~~(cont~~shareholder, as well as the Company’s officers and directors, have agreed to vote their respective ordinary shares owned by them immediately prior to this offering and any shares purchased in this offering or following this offering in the open market in favor of the proposed Business Combination.)

~~On March~~14 18, 2025, the Company forfeited aggregately 1,437,500 ordinary shares to the Company. Following these transfers and surrender, the Company’s currently issued and outstanding ordinary shares consist of 1,437,500 Class B ordinary shares and 0 Class A ordinary shares as of September 30, 2025.

The shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. In connection with any vote held to approve the initial Business Combination, the Company’s initial shareholder, as well as the Company’s officers and directors, have agreed to vote their respective ordinary shares owned by them immediately prior to this offering and any shares purchased in this offering or following this offering in the open market in favor of the proposed Business Combination

Shareholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the ordinary shares, except that public shareholders have the right to have their public shares converted to cash equal to their pro rata share of the trust account if they vote on the proposed Business Combination and the Business Combination is completed.

Note 8 — Segment Reporting

ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reporting segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets.

The key measures of segment profit or loss reviewed by the CODM are ~~formation~~income ~~costs~~earned on marketable securities held in the Trust Account, and ~~operating~~general ~~costs~~and administrative expenses. ~~Formation~~The ~~costs~~CODM reviews income earned on marketable securities held in the Trust Account to measure and ~~operating~~monitor ~~costs~~stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination ~~or similar transaction~~ within the business combination period. The CODM also reviews ~~formation~~general ~~costs~~ and ~~operating~~administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. ~~Formation costs and operating costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.~~

All other segment items included in net loss are reported on the statement of operations and described within their respective disclosures.

Note 9 — Subsequent Events

The ~~registration~~Company ~~statement~~evaluated ~~for~~subsequent events and transactions that occurred after the ~~Company’s~~balance ~~Proposed~~sheet ~~Public~~date ~~Offering~~through ~~was~~May ~~declared~~11, ~~effective~~2026 onthat ~~September~~the 30financial statements were available to be issued, ~~2025~~and did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 14, 2025 that the financial statements were available to be issued. Except for the events mentioned above, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.15

Item 2. Management’s Discussion and Analysis of Financial Statements

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Newbridge Acquisition Limited References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Wealth Path Holdings Limited. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our ability to complete an initial business combination (a “Business Combination”), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s prospectus for its proposed public offering (the “Proposed Public Offering”) filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a British Virgin Islands business company on April 16, 2021 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. As such, although we are not targeting target companies in China, we may consider a business combination with an entity or business with a physical presence or or other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination business to the laws, regulations and policies of China. We intend to utilize cash derived from the proceeds of ~~this~~the ~~offering~~Initial Public Offering, our securities, debt or a combination of cash, securities and debt, in effecting a business combination.

14We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

~~The~~Results ~~issuance~~ of ~~additional shares~~Operations ~~in our initial business combination:~~

●We ~~may~~have ~~significantly~~neither ~~dilute~~engaged in any operations nor generated any operating revenues to date. Our only activities since inception were organizational activities and those necessary to prepare for the ~~equity~~initial ~~interest~~public ofoffering, ~~investors~~described inbelow ~~this~~and, after our initial public offering, ~~who~~identifying ~~would~~a target company for a business combination. We do not ~~have~~expect ~~pre~~to generate any operating revenues until after the completion of our initial business combination. We expect to generate non-~~emption~~operating ~~rights~~income in ~~respect~~the form of ~~any~~interest ~~such~~income ~~issue;~~on marketable securities held after the initial public offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a business combination.

●For ~~could~~the ~~cause~~three amonths ~~change~~ended inMarch ~~control~~31, if2025 aand 2026, ~~substantial~~we ~~number~~had ofa ~~ordinary~~net ~~shares~~loss ~~are~~of ~~issued~~$51,857 ~~which~~and ~~may~~net ~~affect,~~income ~~among~~of ~~other~~$95,982, ~~things~~respectively, ~~our~~which ~~ability~~primarily toconsisted ~~use~~of ~~our~~income ~~net~~earned ~~operating~~on ~~loss~~marketable ~~carry~~securities held ~~forwards,~~in ifTrust ~~any~~Account, and ~~could~~general ~~result in the resignation or removal of our present officers~~ and ~~directors;~~administrative expenses.

● may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

● may adversely affect prevailing market prices for our ordinary shares.

Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:

● default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

● our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

● our inability to obtain necessary additional financing if any document governing such debt contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

● our inability to pay dividends on our ordinary shares;

● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying financial statements, at September 30, 2025, we had $57,208 in cash and a working capital deficit of $742,635. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. Our plans to raise capital or to consummate our initial business combination may not be successful. These factors among others raise substantial doubt about our ability to continue as a going concern.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the Proposed Public offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.

Liquidity and Capital Resources

~~Our~~On ~~liquidity~~February ~~needs~~2, ~~will~~2026, bethe Company consummated its ~~satisfied~~Initial ~~through~~Public ~~receipt~~Offering of ~~$25~~5,750,000 ~~from~~Units, ~~the~~at ~~sale~~$10.00 ofper ~~the~~Unit, ~~founder~~generating ~~shares~~gross ~~and~~proceeds ~~an aggregate~~ of ~~up to~~ $157,500,000, inincluding ~~loans~~the ~~available~~full ~~from~~exercise by the ~~sponsor~~underwriters ~~under~~of antheir ~~unsecured~~over-allotment ~~promissory~~option ~~note~~in ~~executed~~the onamount ~~May 1,~~of ~~2021 and an unsecured promissory note executed on May 1~~750,000 ~~2025, and~~units. ~~due~~Simultaneously atwith the closing of ~~this offering. As of September 30, 2025, we have borrowed $799,843 under~~ the ~~promissory~~Initial ~~note with the sponsor.~~Public ~~Further~~Offering, wethe ~~have~~Sponsor ~~incurred~~purchased ~~and~~an ~~expect~~aggregate toof ~~continue~~186,250 tounits ~~incur~~at ~~significant~~a ~~costs~~price ~~in pursuit~~ of ~~our financing and acquisition plans~~$10.00 ~~Management’s plans~~per tounit ~~address~~for ~~this uncertainty through this offering are discussed above. We cannot assure you that our plans to raise capital or to consummate~~ an ~~initial~~aggregate ~~business~~purchase ~~combination~~price ~~will~~of ~~be successful. These factors~~$1, ~~among others~~862, ~~raise substantial doubt about our ability~~500 toin ~~continue as~~ a ~~going~~private ~~concern~~placement.

We estimate that the net proceeds from (1) the sale of the units in this offering, after deducting offering expenses of approximately $500,000 and underwriting discounts and commissions of $750,000 and (2) the sale of the private units for a purchase price of $1,750,000 (or up to $1,862,500 if the underwriters’ over-allotment option is exercised in full), will be $50,500,000 (or $58,000,000 if the over-allotment option is exercised in full), of which amount $50,000,000 (or $57,500,000 if the over-allotment is exercised in full) will be held in the trust account. The remaining estimated $500,000 will not be held in the trust account.

We intend to use substantially all of the net proceeds of this offering and the sale of the private units, including the funds held in the trust account (excluding deferred underwriting discounts) to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our shares used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business or businesses. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

We believe that, upon consummation of this offering, the estimated $500,000 of net proceeds not held in the trust account, along with interest on the funds held in the trust account that is available to us, will be sufficient to allow us to operate for at least the next 15 months (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus), assuming that a business combination is not consummated during that time. Over this time period, we will be using these funds for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. We anticipate that we will incur approximately:

● $150,000 of expenses for the legal, accounting and other third-party expenses in connection with initial business combination;

● $100,000 of expenses relating to our SEC filing obligations and other legal and accounting fees related to regulatory reporting obligations;

● $120,000 for office space and other administrative expenses;

● $100,000 for D&O insurance premiums; and

● $30,000 for general working capital that will be used for miscellaneous expenses.

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

A total of $57,500,000 of the net proceeds from the Initial Public Offering and the Private Placement were deposited in a trust account established for the benefit of the Company’s public stockholders, with Equinity Trust Company, LLC acting as trustee.

As of March 31, 2026, we had $1,846,192 in cash and a working capital deficit of $501,095. For the three months ended March 31, 2026, net cash used in operating activities was $210,579. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the founder shares and an aggregate of up to $6,500,000 in loans available from the sponsor under an unsecured promissory note executed on May 1, 2021 and an unsecured promissory note executed on May 1, 2025, and due at the closing of this offering. On November 15, 2025, the Sponsor provided additional loans up to an aggregate amount of $5,000,000 under the new sponsor loan agreement. The funds were used to pay for our expenses of the Initial Public Offering and Business Combination with interest-free. As of March 31, 2026, we have borrowed $2,347,287 under the promissory note with the sponsor. Subsequent to the consummation of the Initial Public Offering, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the Initial Public Offering and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.

The Company will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K as of ~~September~~March 3031, ~~2025~~2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Commitments and Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than agreements with affiliates of Sponsor to pay an aggregate of $6,831 per month for office space, utilities, and secretarial and administrative support.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

Common Stock Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as stockholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 5,750,000 shares of ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value over the period from the date Immediately upon the closing of the IPO, the Company recognized the accretion from initial carrying amount to redemption book value. The change in the carrying value of ordinary shares subject to possible redemptions resulted in charges against additional paid-in capital.

Net Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary share outstanding for the period. Remeasurement adjustments associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company we are not required to make disclosures under this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended ~~September 30~~March 31, ~~2025~~2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

During the quarter ended March ~~September 30~~31, ~~2025~~2026, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1719

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to make disclosures under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None~~The following information relates to the registration statement on Form S-1 (File Number 333-289966), as amended (the “Registration Statement”) for our initial public offering (the “IPO”), which was declared effective by the SEC on September 30, 2025. The post-effective amendment to the Registration Statement was declared effective by the SEC on December 18, 2025. On February 2, 2026, we consummated our IPO of 5,000,000 Units. Each Unit consists of one Class A ordinary share, no par value, and one right to receive one-eighth (1/8) of one Class A ordinary share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. Pursuant to that certain underwriting agreement, dated January 29, 2026, we granted Kingswood Capital Partners, LLC, the representative of the underwriters, a 45-day option to purchase up to an additional 750,000 Units solely to cover over-allotments, if any, or the Over-Allotment Option. Simultaneously with the consummation of the IPO, the underwriters exercised the Over-Allotment Option in full, generating total proceeds of $7,500,000.

Simultaneously with the closing of the IPO on February 2, 2026, we consummated the Private Placement with Wealth Path Holdings Limited, or the Sponsor, of 186,250 Private Units, generating total proceeds of $1,862,500. The Private Units are identical to the Units sold in the IPO. Additionally, the Sponsor agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.

On February 2, 2026, a total of $57,500,000 of the net proceeds from the sale of the Units in the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders at Citibank, N.A. maintained by Equiniti Trust Company, LLC, acting as trustee.

We paid a total of $862,500 in underwriting discounts and $695,394 for other costs and expenses related to the IPO.

For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Quarterly Report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~The~~ ~~Company’s registration statement on Form S-1 was declared effective by the SEC on September 30, 2025~~None. ~~As of the date of this quarterly report, the Company’s initial public offering has not been completed.~~

1820

ITEM 6. EXHIBITS

Exhibit Number		Description
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

1921

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NEWBRIDGE ACQUISITION LIMITED
Dated: November 14, 2025	/s/ Yongsheng Liu
Dated: May 11, 2026	/s/ Yongsheng Liu
	Name:	Yongsheng Liu
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: November 14, 2025	/s/ Zhen Li
Dated: May 11, 2026	/s/ Zhen Li
	Name:	Zhen Li
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

2022

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