Newbridge Acquisition (NBRGU) closes $57.5M IPO and funds SPAC trust

Rhea-AI Filing Summary

Newbridge Acquisition Limited completed its initial public offering of 5,750,000 units at $10.00 per unit, generating gross proceeds of $57,500,000. Each unit includes one Class A ordinary share and one right to receive one-eighth of a Class A ordinary share after a business combination.

The company also closed a private placement of 186,250 units to Wealth Path Holdings Limited at $10.00 per unit for $1,862,500. As of February 2, 2026, $57,500,000 of net proceeds from the IPO and private placement was deposited into a trust account for the benefit of public shareholders. An audited balance sheet as of that date is filed as an exhibit.

Insights

SPAC and capital markets analyst

Newbridge’s SPAC IPO closes, creating a $57.5M trust for future acquisition.

Newbridge Acquisition Limited has consummated its IPO, selling 5,750,000 units at $10.00 each, including the full over-allotment. This raises gross proceeds of $57,500,000, a typical SPAC-sized pool intended to fund a future business combination.

Each public unit delivers one Class A ordinary share plus a right to receive one-eighth of a share after an initial business combination, which can create additional share issuance later. A concurrent private placement of 186,250 units to Wealth Path Holdings Limited adds sponsor alignment capital of $1,862,500.

As of February 2, 2026, $57,500,000 of net proceeds is held in a trust account for public shareholders, a standard SPAC safeguard. The audited balance sheet as of that date will clarify the post-IPO capital structure and cash position once investors review Exhibit 99.1.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

February 2, 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.

As previously disclosed, on February 2, 2026, Newbridge Acquisition Limited (the “Company”) consummated its initial public offering (“IPO”), which consisted of 5,750,000 units (the “Units”), including 750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, no par value (“Class A Ordinary Share”) and one right to receive one-eighth (1/8) of one Class A Ordinary Share upon the consummation of an initial business combination (each, a “Right”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $57,500,000.

Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with Wealth Path Holdings Limited of 186,250 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $1,862,500. Each Private Unit consists of one Class A Ordinary Share and one Right to receive one-eighth (1/8) of one Class A Ordinary Share upon the consummation of an initial business combination.

As of February 2, 2026, a total of $57,500,000 of the net proceeds from the IPO and the Private Placement was deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of February 2, 2026, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Audited Balance Sheet as of February 2, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: February 5, 2026
NEWBRIDGE ACQUISITION LIMITED
By:	/s/ Yongsheng Liu
Name:	Yongsheng Liu
Title:	Chief Executive Officer

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FAQ

What did Newbridge Acquisition Limited (NBRGU) announce in this 8-K filing?

Newbridge Acquisition Limited announced it consummated its initial public offering of units and a concurrent private placement. The filing details the number of units sold, gross proceeds raised, and the deposit of funds into a trust account for public shareholders.

How much capital did Newbridge Acquisition Limited raise in its IPO?

The company raised gross proceeds of $57,500,000 from selling 5,750,000 units at $10.00 per unit. This total includes 750,000 units issued when underwriters fully exercised their over-allotment option, expanding the initial capital pool available for a future business combination.

What are the terms of the Newbridge Acquisition Limited (NBRGU) units?

Each unit consists of one Class A ordinary share and one right to receive one-eighth of a Class A ordinary share after an initial business combination. This structure gives investors immediate equity plus additional share exposure if the company successfully completes a qualifying transaction.

What was included in Newbridge Acquisition Limited’s private placement?

Simultaneously with the IPO closing, Newbridge completed a private placement of 186,250 units to Wealth Path Holdings Limited at $10.00 per unit, generating $1,862,500. These private units have the same structure, pairing a Class A ordinary share with a right to additional share issuance later.

How much money did Newbridge Acquisition Limited place into its trust account?

As of February 2, 2026, Newbridge deposited $57,500,000 of net proceeds from the IPO and private placement into a trust account. This trust is established for the benefit of the company’s public shareholders while it seeks and executes an initial business combination.

What financial information accompanies this Newbridge Acquisition Limited 8-K?

The filing includes an audited balance sheet as of February 2, 2026 as Exhibit 99.1. That balance sheet reflects receipt of proceeds from the IPO and private placement, providing a formal snapshot of Newbridge’s post-offering financial position and cash held in trust.