Newbridge Acquisition Ltd has three related holders reporting significant ownership of its Class A ordinary shares. Wealth Path Holdings Limited, the sponsor, reports beneficial ownership of 1,225,000 Ordinary Shares, equal to 16.23% of the class, including 186,250 Class A shares and 1,038,750 Class B shares that are convertible into Class A on a one-for-one basis.
Yongsheng Liu reports beneficial ownership of 1,513,750 Ordinary Shares, or 20.06%, made up of 186,250 Class A and 1,327,500 Class B shares, with 288,750 Class B shares held through Index Capital Management Limited. Jining Li reports 1,225,000 Ordinary Shares, or 16.23%, with the same Class A/Class B mix as the sponsor.
All percentages are based on 7,546,250 Ordinary Shares outstanding as of February 12, 2026. Liu and Li share voting and dispositive power over the securities held by the sponsor and each disclaims beneficial ownership except to the extent of pecuniary interest. Certain additional Class A shares issuable from rights embedded in units are excluded from these totals.
Positive
None.
Negative
None.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Newbridge Acquisition Ltd
(Name of Issuer)
Class A Ordinary Shares, no par value
(Title of Class of Securities)
G6464L102
(CUSIP Number)
02/02/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G6464L102
1
Names of Reporting Persons
Wealth Path Holdings Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,225,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,225,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,225,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.23 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: 1,225,000 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consist of (1) 186,250 Class A ordinary shares, no par value ("Class A Ordinary Shares") and (2) 1,038,750 Class B ordinary shares, no par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 186,250 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated January 29, 2026, by and between Wealth Path Holdings Limited (the "Sponsor") and the Issuer. Each 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. Excludes the 23,281 Class A Ordinary Shares issuable upon conversion of rights that comprise the units. The percentage in Row 11 is based on 7,546,250 Ordinary Shares, including 6,108,750 Class A Ordinary Shares and 1,437,500 Class B Ordinary Shares issued and outstanding as of February 12, 2026.
SCHEDULE 13G
CUSIP No.
G6464L102
1
Names of Reporting Persons
Yongsheng Liu
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
288,750.00
6
Shared Voting Power
1,225,000.00
7
Sole Dispositive Power
288,750.00
8
Shared Dispositive Power
1,225,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,513,750.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.06 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: 1,513,750 Ordinary Shares reported in Items 5, 7 and 9 consist of (1) 186,250 Class A Ordinary Shares and (2) 1,327,500 Class B Ordinary Shares, which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 186,250 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated January 29, 2026, by and between the Sponsor and the Issuer. Each 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. Excludes the 23,281 Class A Ordinary Shares issuable upon conversion of rights that comprise the units. The percentage in Row 11 is based on 7,546,250 Ordinary Shares, including 6,108,750 Class A Ordinary Shares underlying the units and 1,437,500 Class B Ordinary Shares issued and outstanding as of February 12, 2026. Yongsheng Liu has shared voting and dispositive power over the securities held of record by the Sponsor. 288,750 Class B ordinary shares are held by Index Capital Management Limited, which is owned and controlled by Yongsheng Liu. Mr. Liu disclaims any beneficial ownership of the securities held by the Sponsor and Index Capital Management Limited, except to the extent of his pecuniary interest therein.
SCHEDULE 13G
CUSIP No.
G6464L102
1
Names of Reporting Persons
Jining Li
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,225,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,225,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,225,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.23 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: 1,225,000 Ordinary Shares reported in Items 5, 7 and 9 consist of (1) 186,250 Class A Ordinary Shares and (2) 1,038,750 Class B Ordinary Shares, which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 186,250 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated January 29, 2026, by and between the Sponsor and the Issuer. Each 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. Excludes the 23,281 Class A Ordinary Shares issuable upon conversion of rights that comprise the units. The percentage in Row 11 is based on 7,546,250 Ordinary Shares, including 6,108,750 Class A Ordinary Shares underlying the units and 1,437,500Class B Ordinary Shares issued and outstanding as of February 12, 2026. Jining Li has shared voting and dispositive power over the securities held of record by the Sponsor. Mr. Li disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Newbridge Acquisition Ltd
(b)
Address of issuer's principal executive offices:
Unit B 17/F, Success Commercial Building, 245-25, Hennessy Road, Wanchai, Hong Kong
Item 2.
(a)
Name of person filing:
(i) Wealth Path Holdings Limited (the "Sponsor"),
(ii) Yongsheng Liu and
(iii) Jining Li.
The Sponsor, Yongsheng Liu and Jining Li have entered into a Joint Filing Agreement, dated the date hereof, pursuant to which the Sponsor, Yongsheng Liu and Jining Li have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any disclosures herein with respect to persons other than the Sponsor, Yongsheng Liu and Jining Li are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the forgoing persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares reported herein.
(b)
Address or principal business office or, if none, residence:
c/o Newbridge Acquisition Limited, Unit B 17/F, Success Commercial Building, 245-25, Hennessy Road, Wanchai, Hong Kong
(c)
Citizenship:
(i) Wealth Path Holdings Limited - British Virgin Islands
(ii) Yongsheng Liu - Canada
(iii) Jining Li - Hong Kong
(d)
Title of class of securities:
Class A Ordinary Shares, no par value
(e)
CUSIP No.:
G6464L102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Wealth Path Holdings Limited - 1,225,000 Ordinary Shares, consisting of (1) 186,250 Class A Ordinary Shares and (2) 1,038,750 Class B Ordinary Shares
Yongsheng Liu - 1,513,750 Ordinary Shares, consisting of (1) 186,250 Class A Ordinary Shares and (2) 1,327,500 Class B Ordinary Shares
Jining Li - 1,225,000 Ordinary Shares, consisting of (1) 186,250 Class A Ordinary Shares and (2) 1,038,750 Class B Ordinary Shares
Excludes the 23,281 Class A Ordinary Shares issuable upon conversion of rights that comprise the units.
Yongsheng Liu and Jining Li share voting and dispositive power over the securities held of record by the Sponsor. Each of Mr. Liu and Mr. Li disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
(b)
Percent of class:
Wealth Path Holdings Limited - 16.23%
Yongsheng Liu - 20.06%
Jining Li - 16.23%
(based on 7,546,250 Ordinary Shares outstanding as of February 12, 2026).
(iv) Shared power to dispose or to direct the disposition of:
Yongsheng Liu - 1,225,000 Ordinary Shares
Jining Li - 1,225,000 Ordinary Shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership stake does Wealth Path Holdings Limited report in Newbridge Acquisition Ltd (NBRGU)?
Wealth Path Holdings Limited reports beneficial ownership of 1,225,000 Ordinary Shares, representing 16.23% of Newbridge Acquisition Ltd. This includes 186,250 Class A Ordinary Shares and 1,038,750 Class B Ordinary Shares, which are convertible into Class A on a one-for-one basis upon a business combination.
How many Newbridge Acquisition Ltd (NBRGU) shares does Yongsheng Liu beneficially own?
Yongsheng Liu reports beneficial ownership of 1,513,750 Ordinary Shares, equal to 20.06% of the class. This consists of 186,250 Class A Ordinary Shares and 1,327,500 Class B Ordinary Shares, including 288,750 Class B shares held through Index Capital Management Limited associated with him.
What is Jining Li’s reported ownership in Newbridge Acquisition Ltd (NBRGU)?
Jining Li reports beneficial ownership of 1,225,000 Ordinary Shares, or 16.23% of Newbridge Acquisition Ltd. The stake includes 186,250 Class A Ordinary Shares and 1,038,750 Class B Ordinary Shares, which can convert into Class A shares on a one-for-one basis after a business combination.
On what share count are the reported NBRGU ownership percentages based?
The ownership percentages are calculated using 7,546,250 Ordinary Shares outstanding as of February 12, 2026. This total includes 6,108,750 Class A Ordinary Shares and 1,437,500 Class B Ordinary Shares, providing the denominator for the 16.23% and 20.06% ownership figures disclosed.
Do the NBRGU ownership figures include shares from rights embedded in units?
No. The holders specifically exclude 23,281 Class A Ordinary Shares issuable upon conversion of rights embedded in units. Each unit includes one Class A Ordinary Share and one right to receive one-eighth of a Class A share upon consummation of an initial business combination.
How are voting and dispositive powers structured among NBRGU’s reporting persons?
Wealth Path Holdings Limited has sole voting and dispositive power over 1,225,000 Ordinary Shares. Yongsheng Liu holds sole power over 288,750 Ordinary Shares and shared power over 1,225,000. Jining Li has shared voting and dispositive power over 1,225,000 shares held of record by the sponsor entity.
Do Yongsheng Liu and Jining Li fully attribute sponsor-held NBRGU shares to themselves?
Both Yongsheng Liu and Jining Li share voting and dispositive power over securities held by Wealth Path Holdings Limited but each disclaims beneficial ownership of those securities, except to the extent of his pecuniary interest, limiting the extent to which sponsor-held shares are considered personally owned.
