Newbridge CFO discloses 50,000 Class B shares

Newbridge Acquisition Ltd’s Chief Financial Officer, Li Zhen, has filed an initial Form 3 disclosing beneficial ownership of Class B ordinary shares.

Accepted by SEC EDGAR 01/29/2026 - 08:42 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Newbridge Acquisition Ltd’s Chief Financial Officer, Li Zhen, has filed an initial Form 3 disclosing beneficial ownership of Class B ordinary shares. The filing shows direct ownership of 50,000 Class B shares.

These Class B shares will 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 certain adjustments.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Li Zhen

Role Chief Financial Officer

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

Holdings: Class B ordinary shares — 50,000 contracts (Direct)

Footnotes (1)

1. F1. 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.

FAQ

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

What does Newbridge Acquisition Ltd (NBRGU) Form 3 disclose about Li Zhen?

The Form 3 shows Chief Financial Officer Li Zhen directly owns 50,000 Class B ordinary shares. These represent his initial reported beneficial ownership and are a standard disclosure required when an executive becomes a reporting insider under U.S. securities rules.

How many Newbridge Acquisition Ltd (NBRGU) shares does Li Zhen beneficially own?

Li Zhen beneficially owns 50,000 Class B ordinary shares of Newbridge Acquisition Ltd. The filing lists these shares as directly held, making this the baseline ownership position disclosed as of the January 29, 2026 event date.

What are Newbridge (NBRGU) Class B ordinary shares held by Li Zhen?

The Class B ordinary shares are founder-type shares that can convert into Class A ordinary shares. According to the disclosure, they convert automatically at Newbridge’s initial business combination or earlier at the holder’s option, on a one-for-one basis, subject to adjustments.

When will Li Zhen’s Newbridge (NBRGU) Class B shares convert to Class A?

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of Newbridge’s initial business combination. They may also convert at any time before the business combination at the holder’s option, using a one-for-one conversion ratio, subject to certain adjustments.

Is Li Zhen’s ownership in Newbridge Acquisition Ltd (NBRGU) direct or indirect?

The filing classifies Li Zhen’s beneficial ownership of the 50,000 Class B ordinary shares as direct. No separate entity or trust is listed for these shares, so the Form 3 attributes the holdings directly to him as Chief Financial Officer.

What triggers the Form 3 filing for Newbridge (NBRGU) Chief Financial Officer Li Zhen?

The Form 3 is triggered when Li Zhen becomes a reporting insider under Section 16, here tied to an event dated January 29, 2026. It establishes his starting beneficial ownership position of 50,000 Class B ordinary shares in Newbridge Acquisition Ltd.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Li Zhen

(Last) (First) (Middle)

C/O NEWBRIDGE ACQUISITION LIMITED

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

(Street)

HONG KONG K3 00000

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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	50,000	(1)	D

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.

	/s/ Zhen Li	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.