CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 300,000 Class A ordinary shares of Newbridge Acquisition Limited, equal to 5.6% of the class.
CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 300,000 Class A ordinary shares of Newbridge Acquisition Limited, equal to 5.6% of the class. The shares are held as part of units that each include one share and a right to receive one-eighth of a share upon completion of an initial business combination.
Heights Capital Management, Inc., a Delaware company, serves as investment manager to CVI Investments, Inc., a Cayman Islands entity, and may exercise shared voting and dispositive power over these shares. The reporting persons state the holdings are not for the purpose of changing or influencing control of Newbridge Acquisition Limited.
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FAQ
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Who are the reporting persons in the Newbridge Acquisition Limited (NBRGU) Schedule 13G?
The reporting persons are CVI Investments, Inc. and Heights Capital Management, Inc. CVI is organized in the Cayman Islands, while Heights is a Delaware entity acting as investment manager and authorized agent, with shared voting and dispositive power over the reported Newbridge Acquisition Limited Class A ordinary shares.
How many Newbridge Acquisition Limited (NBRGU) shares do CVI and Heights report owning?
They report beneficial ownership of 300,000 Class A ordinary shares of Newbridge Acquisition Limited. This figure is shown as the aggregate amount beneficially owned and corresponds to shares held within units that also include rights to receive additional fractional shares after a business combination.
What percentage of Newbridge Acquisition Limited (NBRGU) does the 300,000-share position represent?
The 300,000 Class A ordinary shares represent 5.6% of Newbridge Acquisition Limited’s outstanding Class A ordinary shares. The filing references the company’s prospectus, which indicated 5,325,000 shares were outstanding upon completion of the offering, providing the basis for the 5.6% ownership calculation.
How are the Newbridge Acquisition Limited (NBRGU) securities held by CVI and Heights structured?
The reported holdings are shares held as part of units, each consisting of one Class A ordinary share and a right to receive one-eighth of a share. These additional shares become issuable upon consummation of Newbridge Acquisition Limited’s initial business combination, as described in the company’s January 30, 2026 prospectus.
Do CVI Investments and Heights Capital intend to influence control of Newbridge Acquisition Limited (NBRGU)?
They certify the securities were not acquired and are not held to change or influence control of Newbridge Acquisition Limited. The filing states the holdings are not in connection with any transaction having that purpose or effect, other than activities solely related to a nomination under Rule 14a-11.
What is Heights Capital Management’s role regarding CVI’s Newbridge Acquisition Limited (NBRGU) holdings?
Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and may be deemed beneficial owner of all shares owned by CVI. Heights has shared voting and dispositive power, and signs the filing as authorized agent under a Limited Power of Attorney attached as an exhibit.
What key date triggers the reporting in this Newbridge Acquisition Limited (NBRGU) Schedule 13G?
The Schedule 13G is triggered by an event dated January 29, 2026. That date corresponds to when the ownership level or circumstances required public reporting of the 300,000 Class A ordinary shares of Newbridge Acquisition Limited beneficially owned collectively by CVI Investments, Inc. and Heights Capital Management, Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Newbridge Acquisition Limited
(Name of Issuer)
Class A Ordinary Shares, no par value
(Title of Class of Securities)
G6464L110
(CUSIP Number)
01/29/2026
(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.
G6464L110
1
Names of Reporting Persons
CVI Investments, Inc.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
300,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
300,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
300,000.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
CUSIP No.
G6464L110
1
Names of Reporting Persons
Heights Capital Management, Inc.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
300,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
300,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
300,000.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Newbridge Acquisition Limited
(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:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the Class A Ordinary Shares of Newbridge Acquisition Limited (the "Company"), no par value (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Class A Ordinary Shares, no par value
(e)
CUSIP No.:
G6464L110
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:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The Shares reported as beneficially owned herein are held as part of units. Each unit consists of one Share and one right to receive one-eighth of a Share upon the consummation of an initial business combination, as described in more detail in the Company's Prospectus (Registration No. 333-289966), filed on January 30, 2026 (the "Prospectus").
The Prospectus indicates there were 5,325,000 Shares outstanding as of the completion of the offering of the Shares referred to therein.
(b)
Percent of class:
5.6 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
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:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
CVI Investments, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:
02/05/2026
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
02/05/2026
Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit 24 hereto.
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
________ ________
24 Limited Power of Attorney
99 Joint Filing Agreement
