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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March
18, 2026
Date
of Report (Date of earliest event reported)
Newbridge
Acquisition Limited
(Exact
Name of Registrant as Specified in its Charter)
| British
Virgin Islands |
|
001-42968 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
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
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
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, no par value, and one Right entitling the holder to receive one-eighth of one Class A Ordinary Share |
|
NBRGU |
|
The Nasdaq Stock Market
LLC |
| Class A Ordinary Shares |
|
NBRG |
|
The Nasdaq Stock Market
LLC |
| Rights |
|
NBRGR |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Item 8.01.
Other Events.
On
March 18, 2026, Newbridge Acquisition Limited (the “Company”) announced that, on or about March 23, 2026, the holders of
the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and rights included in
the Units. Each Unit consists of one Class A ordinary share and one right entitling the holder to receive one-eighth of one Class A ordinary
share. Any Units not separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “NBRGU.”
Any underlying Class A ordinary shares and rights that are separated will trade on Nasdaq under the symbols “NBRG” and “NBRGR,”
respectively. Holders of Units will need to have their brokers contact VStock Transfer LLC, the Company’s transfer agent, in order
to separate the holders’ Units into Class A ordinary shares and rights.
A
copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto
as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated March 18, 2026. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to 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 hereunto duly authorized.
Dated:
March 18, 2026
| |
Newbridge Acquisition Limited |
| |
|
|
| |
By: |
/s/ Yongsheng
Liu |
| |
Name: |
Yongsheng Liu |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Newbridge
Acquisition Limited
Announces the Separate Trading of its Class A Ordinary Shares and Rights
Commencing March 23, 2026
HONG
KONG, CHINA, March 18, 2026 – Newbridge Acquisition Limited (Nasdaq: NBRGU) (the “Company”) today announced that,
commencing March 23, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the
Company’s Class A ordinary shares and rights included in the units. Each right entitles the holder thereof to receive one-eighth
of one Class A ordinary share upon the consummation of a initial business combination. No fractional rights will be issued upon separation
of the units.
The
Class A ordinary shares and rights that are separated will trade on The Nasdaq Capital Market under the symbols “NBRG” and
“NBRGR,” respectively. Those units not separated will continue to trade on The Nasdaq Capital Market under the symbol “NBRGU.”
Holders of units will need to have their brokers contact VStock Transfer LLC, the Company’s transfer agent, in order to separate
the units into Class A ordinary shares and rights.
A
registration statement on Form S-1, as amended (File No. 333-289966), relating to these securities was filed with the Securities and
Exchange Commission (“SEC”) and became effective on September 30, 2025. The post-effective amendment to the registration
statement was declared effective by the SEC on December 18, 2025. A final prospectus relating to the offering was filed with the SEC
and is available on the SEC’s website at http://www.sec.gov. The offering was made only by means of a prospectus forming part of
the effective registration statement. Electronic copies of the prospectus relating to this offering may be obtained from Kingswood Capital
Markets, LLC, 126 E 56th Street, Suite 22S, New York, NY 10022, or by email at ttian@kingswoodus.com.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Newbridge Acquisition Limited
Newbridge
Acquisition Limited is a blank check company incorporated as a British Virgin Islands business company for the purpose of entering into
a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one
or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to a particular
industry or geographic region.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s
search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public
offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this press release, except as required by law.
Contact:
Yongsheng
Liu
winstonca@163.com
Newbridge
Acquisition Limited
Unit
B 17/F, Success Commercial Building,
245-25,
Hennessy Road, Wanchai, Hong Kong
Telephone: +44 207 297 3592
