1.33M founder shares tied to Newbridge (NBRGU) CEO Liu

Rhea-AI Filing Summary

Newbridge Acquisition Ltd Chief Executive Officer, director and 10% owner Yongsheng Liu filed an initial statement of beneficial ownership. The filing shows indirect beneficial ownership of 1,327,500 Class B ordinary shares, held through Index Capital Management Limited and Wealth Path Holdings Limited.

The Class B ordinary shares are described as founder shares that automatically convert into Class A ordinary shares on a one-for-one basis at the time of Newbridge’s initial business combination, or earlier at the holder’s option, subject to adjustments. Mr. Liu may be deemed a beneficial owner but disclaims ownership beyond his pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Liu Yongsheng

Role Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Class B ordinary shares	--	--	--

Holdings After Transaction: Class B ordinary shares — 1,327,500 shares (Indirect, See Footnote)

Footnotes (1)

1. As described in the registration statement on Form S-1 (File No. 333-289966) of Newbridge Acquisition Limited (the "Issuer") under the heading "Description of Securities--Founder Shares," Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. Consists of 288,750 Class B ordinary shares held by Index Capital Management Limited, which is owned and controlled by Yongsheng Liu, and 1,038,750 Class B ordinary shares held by Wealth Path Holdings Limited (the "Sponsor"), over which Yongsheng Liu and Jining Li jointly have voting and investment discretion. As such, Yongsheng Liu and Jining Li may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Yongsheng Liu disclaims any beneficial ownership except to the extent of his pecuniary interest therein.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Liu Yongsheng

(Last) (First) (Middle)

C/O NEWBRIDGE ACQUISITION LIMITED

UNIT B, 17/F, SUCCESS COMM BLDG, WANCHAI

(Street)

HONG KONG

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2026

3. Issuer Name and Ticker or Trading Symbol
Newbridge Acquisition Ltd [ NBRG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	1,327,500	(1)	I	See Footnote(2)

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-289966) of Newbridge Acquisition Limited (the "Issuer") under the heading "Description of Securities--Founder Shares," Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments.

2. Consists of 288,750 Class B ordinary shares held by Index Capital Management Limited, which is owned and controlled by Yongsheng Liu, and 1,038,750 Class B ordinary shares held by Wealth Path Holdings Limited (the "Sponsor"), over which Yongsheng Liu and Jining Li jointly have voting and investment discretion. As such, Yongsheng Liu and Jining Li may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Yongsheng Liu disclaims any beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ Yongsheng Liu	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the Form 3 filing show for Newbridge Acquisition (NBRGU)?

The Form 3 shows Newbridge Acquisition’s CEO and director Yongsheng Liu with indirect beneficial ownership of 1,327,500 Class B ordinary shares. These shares are held through Index Capital Management Limited and Wealth Path Holdings Limited and may convert into Class A ordinary shares upon the company’s initial business combination.

How many founder Class B shares are tied to Newbridge Acquisition (NBRGU) CEO Yongsheng Liu?

Entities associated with CEO Yongsheng Liu hold 1,327,500 Class B ordinary shares in total. This consists of 288,750 Class B shares held by Index Capital Management Limited and 1,038,750 Class B shares held by Wealth Path Holdings Limited, over which Liu and Jining Li share voting and investment discretion.

How will Newbridge Acquisition (NBRGU) Class B ordinary shares convert into Class A shares?

Newbridge’s Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis at the time of its initial business combination. They may also convert at any earlier time before that combination at the option of the holder, subject to certain adjustments described in the registration statement.

Who legally holds the Newbridge Acquisition (NBRGU) Class B shares linked to Yongsheng Liu?

The filing states 288,750 Class B ordinary shares are held by Index Capital Management Limited and 1,038,750 Class B shares by Wealth Path Holdings Limited, the sponsor. Yongsheng Liu and Jining Li jointly have voting and investment discretion over the sponsor’s holdings and may be deemed beneficial owners of those securities.

Does Yongsheng Liu fully accept beneficial ownership of Newbridge Acquisition (NBRGU) sponsor shares?

The filing explains that Yongsheng Liu and Jining Li may be deemed beneficial owners of the securities held by the sponsor. However, Mr. Liu expressly disclaims beneficial ownership of those securities except to the extent of his pecuniary interest in them, limiting his acknowledged economic claim.