8-K
Newbridge Acquisition Ltd (NBRG)
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
March18, 2026
Date
of Report (Date of earliest event reported)
NewbridgeAcquisition Limited
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | 001-42968 | N/A |
|---|---|---|
| (State or other jurisdiction<br><br> of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br><br> Identification No.) |
| Unit B 17/F, Success Commercial Building<br><br> <br>245-25, Hennessy Road, Wanchai, Hong Kong | N/A | |
| --- | --- | |
| (Address of Principal Executive<br> 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<br> pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications<br> 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<br> 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<br> LLC |
| Class A Ordinary Shares | NBRG | The Nasdaq Stock Market<br> LLC |
| Rights | NBRGR | The Nasdaq Stock Market<br> 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 March 18, 2026, Newbridge Acquisition Limited (the “Company”) announced that, on or about March 23, 2026, the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and rights included in the Units. Each Unit consists of one Class A ordinary share and one right entitling the holder to receive one-eighth of one Class A ordinary share. Any Units not separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “NBRGU.” Any underlying Class A ordinary shares and rights that are separated will trade on Nasdaq under the symbols “NBRG” and “NBRGR,” respectively. Holders of Units will need to have their brokers contact VStock Transfer LLC, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and rights.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release dated March 18, 2026. |
| 104 | Cover Page Interactive<br> Data File (embedded within the Inline XBRL document). |
1
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 18, 2026
| Newbridge Acquisition Limited | |
|---|---|
| By: | /s/ Yongsheng<br> Liu |
| Name: | Yongsheng Liu |
| Title: | Chief Executive Officer |
2
Exhibit99.1
NewbridgeAcquisition LimitedAnnounces the Separate Trading of its Class A Ordinary Shares and RightsCommencing March 23, 2026
HONGKONG, CHINA, March 18, 2026 – Newbridge Acquisition Limited (Nasdaq: NBRGU) (the “Company”) today announced that, commencing March 23, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and rights included in the units. Each right entitles the holder thereof to receive one-eighth of one Class A ordinary share upon the consummation of a initial business combination. No fractional rights will be issued upon separation of the units.
The Class A ordinary shares and rights that are separated will trade on The Nasdaq Capital Market under the symbols “NBRG” and “NBRGR,” respectively. Those units not separated will continue to trade on The Nasdaq Capital Market under the symbol “NBRGU.” Holders of units will need to have their brokers contact VStock Transfer LLC, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and rights.
A registration statement on Form S-1, as amended (File No. 333-289966), relating to these securities was filed with the Securities and Exchange Commission (“SEC”) and became effective on September 30, 2025. The post-effective amendment to the registration statement was declared effective by the SEC on December 18, 2025. A final prospectus relating to the offering was filed with the SEC and is available on the SEC’s website at http://www.sec.gov. The offering was made only by means of a prospectus forming part of the effective registration statement. Electronic copies of the prospectus relating to this offering may be obtained from Kingswood Capital Markets, LLC, 126 E 56th Street, Suite 22S, New York, NY 10022, or by email at ttian@kingswoodus.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
AboutNewbridge Acquisition Limited
Newbridge Acquisition Limited is a blank check company incorporated as a British Virgin Islands business company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region.
Forward-LookingStatements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
Contact:
Yongsheng Liu
winstonca@163.com
Newbridge Acquisition Limited
Unit B 17/F, Success Commercial Building,
245-25, Hennessy Road, Wanchai, Hong Kong
Telephone: +44 207 297 3592