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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.
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 |
|
