Newbridge signs MOU for potential Starcoin de-SPAC

Newbridge Acquisition Limited announced that it has signed a non-binding memorandum of understanding with Starcoin Group Limited to explore a potential de-SPAC transaction involving Starcoin and/or its assets or businesses.

Accepted by SEC EDGAR 03/02/2026 - 04:00 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Newbridge Acquisition Limited announced that it has signed a non-binding memorandum of understanding with Starcoin Group Limited to explore a potential de-SPAC transaction involving Starcoin and/or its assets or businesses. The MOU sets out an intention for both sides to conduct due diligence and discuss possible deal structures.

The MOU expires on the earlier of signing definitive agreements or 180 days after February 27, 2026, unless the parties agree to extend it. Because the MOU is not legally binding and the contemplated transaction may or may not proceed, shareholders and potential investors are specifically urged to exercise caution when dealing in the company’s securities.

Insights

SPAC and M&A specialist

Preliminary, non-binding step toward a possible de-SPAC, with high uncertainty.

Newbridge Acquisition Limited has entered into a memorandum of understanding with Starcoin Group Limited to explore a de-SPAC transaction. This is an early-stage framework focused on due diligence and negotiations rather than a confirmed deal, and no transaction terms are disclosed.

The MOU is expressly non-binding and will lapse on the earlier of definitive agreements or 180 days after February 27, 2026, unless extended. The company clearly states the potential transaction may or may not proceed, and advises caution for shareholders and potential investors when dealing in its securities, underscoring the tentative nature of this development.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Newbridge Acquisition Limited (NBRGU) announce regarding Starcoin Group Limited?

Newbridge Acquisition Limited signed a non-binding memorandum of understanding with Starcoin Group Limited to explore a potential de-SPAC transaction involving Starcoin and/or its assets or businesses. The parties plan to conduct due diligence and discuss possible transaction structures before deciding whether to proceed.

Is the proposed de-SPAC transaction between NBRGU and Starcoin Group Limited binding?

No, the memorandum of understanding is expressly not legally binding on either party. It only sets out an intention to explore a potential de-SPAC transaction, and the filing emphasizes that the transactions contemplated may or may not proceed after due diligence and negotiations.

How long will the memorandum of understanding between NBRGU and Starcoin remain in effect?

The memorandum of understanding will terminate on the earlier of signing definitive agreements for the potential transaction or 180 days after February 27, 2026, unless Newbridge and Starcoin agree to a different date. This built-in expiry limits how long the exploratory framework remains in place.

What activities are NBRGU and Starcoin expected to undertake under the MOU?

Under the memorandum of understanding, each of Newbridge and Starcoin agrees to use reasonable endeavours to engage in discussions to implement the potential transaction. They also agree to provide reasonable assistance to each other for due diligence, helping both sides evaluate Starcoin and any transaction structure.

What caution did Newbridge Acquisition Limited give its shareholders and potential investors?

Newbridge advised shareholders and potential investors to exercise caution when dealing in its securities. This warning reflects that the memorandum of understanding is non-binding, the contemplated de-SPAC transaction is only potential, and the transactions described may or may not proceed after due diligence and negotiations.

What kind of company is Starcoin Group Limited in the NBRGU announcement?

Starcoin Group Limited, formerly known as Innovative Pharmaceutical Biotech Limited, is incorporated in the Cayman Islands and continued in Bermuda with limited liability. Its shares are listed on The Stock Exchange of Hong Kong Limited under stock code 399, according to the announcement.

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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 27, 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 February 27, 2026, Newbridge Acquisition Limited (the “Company”) and Starcoin Group Limited, (formerly known as Innovative Pharmaceutical Biotech Limited), a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the shares of which are listed on The Stock Exchange of Hong Kong Limited with stock code 399) (“Starcoin”), entered into a memorandum of understanding (the “MOU”) to explore opportunities to enter into a de-SPAC transaction involving Starcoin and/or its assets or businesses (the “Potential Transaction”). Under the MOU, it was agreed that each of the Company and Starcoin would use its reasonable endeavours to engage in discussions with a view of implementing the Potential Transaction, subject to the results of due diligence and entering into of definitive agreements, and would provide reasonable assistance to each other for the purpose of due diligence. The MOU will be terminated on the earlier of signing of the definitive agreements with respect to the Potential Transaction and the day falling 180 days after the date of the MOU (or such other date as may be agreed between the Company and Starcoin). The MOU is subject to the entering into of the definitive agreement(s) and not legally binding on the parties to the MOU. The transactions contemplated under the MOU therefore may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

Forward-Looking Statements

Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

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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: March 2, 2026
NEWBRIDGE ACQUISITION LIMITED
By:	/s/ Yongsheng Liu
Name:	Yongsheng Liu
Title:	Chief Executive Officer

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Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.6 KB
• EX-101 XBRL LABEL FILE 36.8 KB
• EX-101 XBRL PRESENTATION FILE 25.2 KB