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Item 1. Financial Statements

2026-05-11 compared with 2025-11-14 · 200 added, 142 removed, 170 unchanged (67% of the section changed)

Financial Statements

ACQUISITION LIMITED

CONDENSED BALANCE SHEETS

September 30,

NEWBRIDGE ACQUISITION LIMITED

BALANCE SHEETS

Dollar, except for share data, or otherwise

Current asset

1 unchanged sentence

Total current asset 1,824,242 1,846,192

Cash and marketable securities held in trust 2,700,000 57,806,561

Deferred offering costs 295,399 -

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Total Liabilities 5,414,763 2,347,287

Ordinary shares subject to redemption, 5,750,000 shares (at redemption price of $ 9.07 per share) - 52,163,181

Commitments and Contingencies (Note 6)

Shareholders’ deficit

Class B ordinary shares, no par value, 10,000,000 authorized shares, 2,875,000 shares issued and outstanding as of December 31, 2024 and 1,437,500 shares issued and outstanding as of September 30, 2025 (1)(2) 25,000 25,000

Shareholders’ (deficit)/equity

Class A ordinary shares, no par value, 200,000,000 shares authorized;

nil shares issued and outstanding as of December 31, 2025 and 358,750 shares issued and outstanding as of March 31, 2026 (excluding 5,750,000,000 shares subject to possible redemption) - -

Class B ordinary shares, no par value, 10,000,000 authorized shares, 1,437,500 and 1,437,500 shares issued and outstanding as of December 31, 2025 and March 31, 2026, respectively 25,000 25,000

Additional paid-in capital - 5,641,425

Accumulated deficit ( 620,122 ) ( 524,140 )

Total shareholders’ deficit ( 374,108 ) ( 526,586 )

Total Liabilities and Shareholders’ Deficit $ 95,243 $ 273,257

(1) This number includes an aggregate of up to 187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

(2) On March 18, 2025, the Company forfeited aggregately 1,437,500 ordinary shares to the Company (See Note 7).

The accompanying notes are an integral part

of these financial statements.

Total shareholders’ (deficit)/equity ( 595,122 ) 5,142,285

Total Liabilities and Shareholders’ (Deficit)/Equity $ 4,819,641 $ 59,652,753

The accompanying notes are an integral part of

these unaudited financial statements.

NEWBRIDGE ACQUISITION LIMITED

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

UNAUDITED STATEMENT OF OPERATIONS

Dollar, except for share data, or otherwise

For the three months ended

September 30,

For the nine months ended

September 30,

Formation costs and operating costs $ 73,672 $ 63,873 $ 73,725 $ 152,478

Net loss $ ( 73,672 ) $ ( 63,873 ) $ ( 73,725 ) $ ( 152,478 )

Basic and diluted weighted average ordinary shares outstanding (1)(2) 2,687,500 1,250,000 2,687,500 1,655,449

Basic and diluted net loss per ordinary share $ ( 0.03 ) $ ( 0.05 ) $ ( 0.03 ) $ ( 0.09 )

(1) This number excludes an aggregate of up to 187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

(2) On March 18, 2025, the Company forfeited aggregately 1,437,500 ordinary shares to the Company (See Note 7).

The accompanying notes are an integral part

of these financial statements.

General and administrative expenses $ 51,857 $ 210,579

Total operating expenses ( 51,857 ) ( 210,579 )

Income earned on marketable securities held in Trust Account - 306,561

Net (loss)/income $ ( 51,857 ) $ 95,982

Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares - 3,641,667

Basic and diluted net income per ordinary share, redeemable ordinary shares - 0.02

Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares 2,479,861 1,664,708

Basic and diluted net (loss)/income per ordinary share, non-redeemable ordinary shares ( 0.02 ) 0.02

The accompanying notes are an integral part of

these unaudited financial statements.

NEWBRIDGE ACQUISITION LIMITED

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

Ordinary Shares

UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS’ (DEFICIT)/EQUITY

Dollar, except for share data, or otherwise

Class A Ordinary

Class B Ordinary

shareholders’

(deficit)/equity

Balance as of December 31, 2024 - - 2,875,000 25,000 ( 399,108 ) - ( 374,108 )

Forfeited shares - - ( 1,437,500 ) - - - -

Net loss - - - - ( 51,857 ) - ( 51,857 )

Balance as of March 31, 2025 - $ - 1,437,500 $ 25,000 ( 450,965 ) - ( 425,965 )

Net loss — — ( 53 ) ( 53 )

Balance as of June 30, 2024 2,875,000 $ 25,000 $ ( 258,199 ) $ ( 233,199 )

Net loss — — ( 73,672 ) ( 73,672 )

Balance as of September 30, 2024 2,875,000 $ 25,000 $ ( 331,871 ) $ ( 306,871 )

Ordinary Shares

shareholders’

Balance as of December 31, 2025 - - 1,437,500 25,000 ( 620,122 ) - ( 595,122 )

Net loss — — ( 51,857 ) ( 51,857 )

Forfeited shares ( 1,437,500 ) — — —

Net income - - - - 95,982 - 95,982

Sale of private placement 186,250 - - - - 1,862,500 1,862,500

Issuance of representative shares 172,500 - - - - 1,725,000 1,725,000

Fair value of right reclassification - - - - - 2,874,975 2,874,975

Accretion of ordinary shares subject to redemption value - - - - - ( 821,050 ) ( 821,050 )

Balance as of March 31, 2026 358,750 $ - 1,437,500 $ 25,000 ( 524,140 ) 5,641,425 5,142,285

Net loss — — ( 36,748 ) ( 36,748 )

Balance as of June 30, 2025 1,437,500 $ 25,000 $ ( 487,713 ) $ ( 462,713 )

Net loss — — ( 63,873 ) ( 63,873 )

Balance as of September 30, 2025 1,437,500 $ 25,000 $ ( 551,586 ) $ ( 526,586 )

(1) This number includes an aggregate of up to 187,500 Class B

ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral part

of these financial statements.

The accompanying notes are an integral part of

these unaudited financial statements.

NEWBRIDGE ACQUISITION LIMITED

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the nine months ended

September 30,

Cash Flows from Operating Activity:

Net loss $ ( 73,725 ) $ ( 152,478 )

Net Cash Used in Operating Activity ( 73,725 ) ( 152,478 )

UNAUDITED STATEMENTS OF CASH FLOWS

Dollar, except for share data, or otherwise

For the three months ended

Cash Flows from Operating Activities:

Net (loss)/income $ ( 51,857 ) $ 95,982

Adjustments to reconcile net income to net cash used in operating activities:

Income earned on marketable securities held in Trust Account - ( 306,561 )

Net Cash Used in Operating Activities ( 51,857 ) ( 210,579 )

Cash Flows from Investing Activity:

Purchase of investment held in Trust Account - ( 54,800,000 )

Net Cash Used in Investing Activity - ( 54,800,000 )

Cash Flows from Financing Activities:

Proceeds from public offering - 57,500,000

Proceeds from private placement - 1,862,500

Proceeds from promissory note – related party 72,123 300,000

Repayment of promissory note — related party - ( 3,367,476 )

Payment for deferred offering costs ( 25,051 ) ( 1,262,495 )

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Cash, at the end of period $ 4,671 $ 1,846,192

The accompanying notes are an integral part

of these financial statements.

Supplemental Disclosure of Non-cash Financing Activities

Fair value of right reclassification - 2,874,975

Fair value of representative shares - 1,725,000

Accretion of ordinary shares subject to redemption value - 821,050

The accompanying notes are an integral part of

these unaudited financial statements.

NEWBRIDGE ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

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The Company has not selected any potential Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target.

As of September 30, 2025, the Company had not commenced any operations.

All activity for the nine months ended September 30, 2025 relates to the Company’s formation and the Proposed Public Offering (as defined below).

As of March 31, 2026, the Company had not commenced any operations.

All activity through March 31, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below).

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Public Offering (as defined below).

The Company will generate non-operating income in the form of interest income on cash and cash and marketable securities held in trust from the proceeds derived from the Initial Public Offering (as defined below).

The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Proposed Public Offering was declared effective on September 30, 2025.

As of the date, the Company has not consummated the Proposed Public Offering.

The Company’s sponsor is Wealth Path Holdings Limited, a BVI business company (the “Sponsor”).

The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 5,000,000 units at $ 10.00 per unit (the “Units”) (or 5,750,000 Units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3 (the “Proposed Public Offering”) and the sale of 175,000 Units (or 186,250 Units if the over-allotment option is exercised in full) at a price of $ 10.00 per unit, for an aggregate purchase price of $ 1,750,000 (or $ 1,862,500 if the over-allotment option is exercised in full) through Private Placement that will close simultaneously with the Proposed Public Offering, including the over-allotment option, as applicable.

The registration statement for the Company’s Proposed Public Offering was declared effective on September 30, 2025.

The post-effective amendment to the registration statement was declared effective by the SEC on December 18, 2025.

On February 2, 2026, the Company consummated the Initial Public Offering of 5,750,000 units (the “units” and, with respect to the Class A ordinary shares included in the units being offered, the “Public Shares”), including the full exercise by the underwriters of their over-allotment option in the amount of 750,000 units, at $ 10.00 per unit, generating gross proceeds of $ 57,500,000 .

Each unit consists of one Class A ordinary share and one right.

Each right entitles the holder thereof to receive one-eighth (1/8) of one Class A ordinary share upon the consummation of an initial business combination.

No fractional rights will be issued upon separation of the units.

As a result, the holder must have eight rights to receive one Class A ordinary share at the closing of the initial business combination.

Each Private Placement Unit (“Private Unit”) will be identical to the Units sold in the Proposed Public offering, except as described in Note 4.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 186,250 private units (the “Private Units”), at a price of $ 10.00 per Private Unit, in a private placement to the Company’s sponsor, Wealth Path Holdings Limited, generating gross proceeds of $ 1,862,500 , which is described in Note 4.

Each Private Placement unit consists of one Class A ordinary share and one right.

Each right entitles the holder thereof to receive one-eighth (1/8) of one Class A ordinary share upon the consummation of an initial business combination.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

Transaction costs amounted to $ 1,557,894 , consisting of $ 862,500 of cash underwriting fees, and $ 695,394 of other offering costs.

The initial Business Combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80 % of the value of the Trust Account (defined below) (less any taxes payable on interest earned and less any interest earned thereon that is released to the Company for taxes) at the time of signing a definitive agreement in connection with the initial Business Combination.

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There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Proposed Public Offering, management has agreed that an aggregate of $ 10.00 per Unit sold in the Proposed Public Offering with total redemption value of $ 10.00 , including the proceeds of the sale of the Private Units, will be held in a Trust Account (“Trust Account”) and will be invested only in U.S.

Following the closing of the Initial Public Offering on February 2, 2026, an amount of $ 57,500,000 from the net proceeds from the Unit sold in the Initial Public Offering with total redemption value of $ 10.00 , and the sale of the Private Placement Units, was held in a Trust Account (“Trust Account”), which invest only in U.S.

government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

The proceeds from the Proposed Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection.

The proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection.

Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement in connection with our initial Business Combination.

NEWBRIDGE ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Organization and Business Operations (cont.)

The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) seek shareholder approval of such initial Business Combination at a meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account or (ii) provide public shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account.

3 unchanged sentences

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 , or otherwise we are exempt from the provisions of Rule 419 promulgated under the Securities Act (so that we are not subject to the SEC’s “penny stock” rules) and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have only 15 months from the closing of the Proposed Public Offering (or up to 21 months from the closing of the Proposed Public Offering if the Company extend the period of time to consummate a Business Combination by the full amount of time) (the “Combination Period”) to complete the initial Business Combination.

The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company will have only 15 months from the closing of the Initial Public Offering (or up to 21 months from the closing of the Initial Public Offering if the Company extend the period of time to consummate a Business Combination by the full amount of time) (the “Combination Period”) to complete the initial Business Combination.

If the Company has not completed the initial Business Combination within the Combination Period, the Company will:

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In the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third party claims.

NEWBRIDGE ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Organization and Business Operations (cont.)

The Company has not independently verified whether the sponsor has sufficient funds to satisfy its indemnity obligations and believes that the sponsor’s only assets are securities of the company.

2 unchanged sentences

Going Concern Consideration

As of September 30, 2025, the Company had a negative working capital of $ 742,635 , an accumulated deficit of $ 551,586 and a shareholders’ deficit of $ 526,586 .

For the nine months ended September 30, 2025, the Company had a net loss of $ 152,478 and negative operating cash flows of $ 152,478 .

The Company expects to continue to incur significant costs in pursuit of its acquisition plans.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans to address the needs of capital through the Proposed Public Offering are discussed in Note 3.

There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period.

On May 1, 2021, the Sponsor agreed to loan the Company up to an aggregate amount of $ 500,000 as discussed in Note 5 to be used, in part, for transaction costs incurred in connection with the Proposed Public Offering.

On May 1, 2025, a new agreement was signed, under which the total borrowings shall not exceed $ 1,000,000 .

The financial statements do not include any adjustments that might result from the Company’s inability to consummate the Proposed Public Offering or a Business Combination to continue as a going concern.

As of March 31, 2026, the Company had a working capital deficit of $ 501,095 and accumulated deficit of $ 524,140 .

For the three months ended March 31, 2026, net cash used in operating activities was $ 210,579 .

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.

In addition, the Company initially has 15 months to consummate the initial Business Combination (assume no extensions).

If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that business combination might not happen within the 15-month period from the issuance date of these financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern.

Therefore, management has determined that such additional condition raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate.

The financial statements do not include any adjustments that might result from the Company’s inability to consummate the initial Business Combination to continue as a going concern.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

7 unchanged sentences

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Proposed Public Offering as filed with the SEC.

The interim results for the nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the period ending December 31, 2025 or for any future periods.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K as filed with the SEC.

The interim results for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the period ending December 31, 2026 or for any future periods.

Emerging Growth Company Status

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This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

NEWBRIDGE ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies (cont.)

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with U.S.

The preparation of the financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Changes in estimates are recognized in the period of change and future periods.

Actual results could differ from those estimates.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2024 and September 30, 2025.

As of December 31, 2024 and September 30, 2025, the Company has $ 9,456 and $ 57,208 of cash, respectively.

The Company did not have any cash equivalents as of March 31, 2026.

As of March 31, 2026, the Company has $ 1,846,192 of cash.

Cash and Marketable Securities Held in Trust

As of March 31, 2026, the Company had aggregated $ 57,806,561 in cash held in the Trust Account with Equinity Trust Company, LLC.

Deferred Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Proposed Public Offering.

Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Proposed Public Offering proceeds from the Units between Class A ordinary shares and rights, using the residual method by allocating Proposed Public Offering proceeds first to assigned value of the rights and then to the Class A ordinary shares.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the rights and then to the Class A ordinary shares.

Offering costs allocated to the Public Shares will be charged to temporary equity and offering costs allocated to share rights included in the Public and Private Placement Units will be charged to shareholder’s equity as the share rights included in the Public and Private Placement Units after management’s evaluation will be accounted for under equity treatment.

Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Net Loss Per Ordinary Share

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 187,500 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5).

As of December 31, 2024 and September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

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Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

NEWBRIDGE ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies (cont.)

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2024 and September 30, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of February 2, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.

The Company’s tax provision is zero for the nine months ended September 30, 2024 and 2025.

The Company is considered to be a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

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Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as Shareholders’ Deficit.

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

In accordance with the SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity.

Given that the 5,750,000 ordinary shares sold as part of the Company’s IPO were issued with other freestanding instruments (i.e., public units), the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20.

The Company’s ordinary shares are subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument, which is expected to be 15 months from the closing of the Initial Public Offering to our anticipated time frame to consummate an initial business combination.

The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Accordingly, as of March 31, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of March 31, 2026, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds $ 57,500,000

Proceeds allocated to public rights ( 2,874,975 )

Proceeds allocated to representative shares ( 1,725,000 )

Allocation of offering costs related to redeemable shares ( 1,557,894 )

Accretion of carrying value to redemption value 821,050

Ordinary shares subject to possible redemption $ 52,163,181

Rights Accounting

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-eighth (1/8) of one ordinary share upon consummation of a Business Combination, even if the holder of a right redeemed all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to its pre-business combination activities.

In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively redeem his, her or its rights in order to receive the one-eighth (1/8) of a share underlying each right upon consummation of the Business Combination.

No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional ordinary shares upon consummation of a Business Combination.

The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis.

The Company will not issue fractional shares in connection with an exchange of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law.

As a result, the holders of the rights must hold rights in multiples of ten in order to receive shares for all of the holders’ rights upon closing of a Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination.

Additionally, in no event will the Company be required to net cash settle the rights.

Accordingly, the rights may expire worthless.

The Company accounts for rights as either equity-classified or liability-classified instruments based on an assessment of the right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815 “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding.

For issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance.

For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the rights are recognized as a non-cash gain or loss on the statement of operations.

As the rights issued upon the Initial Public Offering and Private Placements meet the criteria for equity classification under ASC 815, therefore, the rights are classified as equity.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2026 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Description March 31, 2026 Quoted

(Level 1) Significant

Observable Inputs

(Level 2) Significant

Cash and marketable securities held in trust $ 57,806,561 $ 57,806,561 $ - $ -

Net Income per Ordinary Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing net income by the weighted average number of shares of ordinary shares outstanding for the period.

Remeasurement associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net income per share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the rights are contingent upon the occurrence of future events.

As of March 31, 2026, the rights are exercisable to purchase 742,031 shares of common stock in the aggregate.

The weighted average of these shares was excluded from the calculation of diluted net income common stock since the inclusion of such rights would be anti-dilutive.

The rights cannot be converted to shares of common stock prior to an initial Business Combination;

therefore, they have been classified as anti-dilutive.

For the Three Months Ended

March 31, 2026

Redeemable Ordinary Share Non-Redeemable Ordinary Share

Allocation of net income $ 66,228 $ 29,754

Denominators:

Weighted-average ordinary shares outstanding 3,641,667 1,664,708

Basic and diluted net income per share $ 0.02 $ 0.02

Recent Accounting Pronouncements

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The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

As of September 30, 2025, the Company reported its operations as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures.

As of February 2, 2026, the Company reported its operations as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures.

See Note 8 for further information.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”).

ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement.

ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact these standards will have on it financial statements.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NEWBRIDGE ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 3 — Proposed Public Offering

In the Proposed Public Offering, the Company will offer for sale up to 5,000,000 Units, (or 5,750,000 Units if the underwriters’ over-allotment option is exercised in full) at a purchase price of $ 10.00 per Unit.

Note 3 — Initial Public Offering

On February 2, 2026, the Company consummated its Initial Public Offering of 5,750,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 57,500,000 , including the full exercise by the underwriters of their over-allotment option in the amount of 750,000 units.

Each unit consists of one Class A ordinary share and one right.

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Note 4 — Private Placement

The Sponsor has agreed to purchase an aggregate of 175,000 units (or 186,250 units if the over-allotment option is exercised in full) at a price of $ 10.00 per unit for an aggregate purchase price of $ 1,750,000 (or $ 1,862,500 if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering.

Subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell any of the private units and underlying ordinary shares until 30 days after the completion of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 186,250 units at a price of $ 10.00 per unit for an aggregate purchase price of $ 1,862,500 in a private placement.

Subject to certain limited exceptions, the initial shareholders have agreed not to transfer, assign or sell any of the private units and underlying ordinary shares until 30 days after the completion of the initial business combination or earlier if, subsequent to the initial business combination, the Company consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Note 5 — Related Party Transactions

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The Company’s Sponsor paid $ 25,000 , or approximately $ 0.009 per share, for an aggregate of 2,875,000 ordinary shares (the “Founder Shares”) with no par value, 187,500 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised.

Subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding the foregoing if the last reported sale price of our ordinary shares equal or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganization, recapitalizations and other similar transactions) for any 20 trading days within any 30 trading day period commencing at least 150 days after our initial business combination the founder shares will not be subject to such transfer restrictions.

The Sponsor has also agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees) until 30 days after the completion of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Subject to certain limited exceptions, the initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to the initial business combination, the Company consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding the foregoing if the last reported sale price of the Company’s ordinary shares equal or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganization, recapitalizations and other similar transactions) for any 20 trading days within any 30 trading day period commencing at least 150 days after the initial business combination the founder shares will not be subject to such transfer restrictions.

The Sponsor has also agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees) until 30 days after the completion of our initial business combination or earlier if, subsequent to the initial business combination, the Company consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note — Related Party

On May 1, 2021, the Sponsor agreed to loan the Company up to $ 500,000 to be used for a portion of the expenses of the Proposed Public Offering.

On May 1, 2021, the Sponsor agreed to loan the Company up to $ 500,000 to be used for a portion of the expenses of the Initial Public Offering.

The loan is non-interest bearing, unsecured and shall be payable promptly after the date on which the Company consummates an initial public offering of its securities.

On May 1, 2025, a new agreement was signed, under which the total borrowings shall not exceed $ 1,000,000 .

These loans will be repaid upon the closing of the Proposed Public Offering out of the offering proceeds not held in the Trust Account.

As of December 31, 2024 and September 30, 2025, the Company had borrowed $ 469,351 and $ 799,843 under the promissory note.

NEWBRIDGE ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 5 — Related Party Transactions (cont.)

These loans will be repaid upon the closing of the Initial Public Offering out of the offering proceeds not held in the Trust Account.

On November 15, 2025, the Sponsor provided additional loans up to an aggregate amount of $ 5,000,000 under the new sponsor loan agreement.

The Company agrees the funds were used to pay for the Company’s expenses of the Initial Public Offering and Business Combination with interest-free.

As of March 31, 2026, the Company had borrowed $ 2,347,287 under the promissory note.

Working Capital Loans

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If the Company does not complete a business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.

As of December 31, 2024 and September 30, 2025, the Company had no borrowings under the Working Capital Loans.

As of March 31, 2026, the Company had no borrowings under the Working Capital Loans.

Extension Note

The Company will have until 15 months from the closing of the Proposed Public Offering to consummate an initial Business Combination.

The Company will have until 15 months from the closing of the Initial Public Offering to consummate an initial Business Combination.

However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 15 months, it may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 21 months to complete a Business Combination).

Pursuant to the terms of the amended and restated memorandum and articles of association and the trust agreement to be entered into among the Company and Equinity Trust Company, LLC on the date of the prospectus for the Proposed Public offering, in order to extend the time available for the Company to consummate the initial Business Combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $ 500,000 or up to $ 575,000 if the underwriter’s over-allotment option is exercised in full ($ 0.10 per share in either case) on or prior to the date of the applicable deadline, for each three months extension (or up to an aggregate of $ 1,000,000 (or $ 1,150,000 if the underwriter’s over-allotment option is exercised in full), or approximately $ 0.20 per share if we extend for the full six months).

Pursuant to the terms of the amended and restated memorandum and articles of association and the trust agreement to be entered into among the Company and Equinity Trust Company, LLC on the date of the prospectus for the Initial Public offering, in order to extend the time available for the Company to consummate the initial Business Combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $ 500,000 or up to $ 575,000 if the underwriter’s over-allotment option is exercised in full ($ 0.10 per share in either case) on or prior to the date of the applicable deadline, for each three months extension (or up to an aggregate of $ 1,000,000 (or $ 1,150,000 if the underwriter’s over-allotment option is exercised in full), or approximately $ 0.20 per share if we extend for the full six months).

Any such payments would be made in the form of a loan.

7 unchanged sentences

Registration Rights

Pursuant to an agreement to be entered into on the date of the prospectus, our initial shareholders and their permitted transferees can demand that the Company register for resale the founder shares, the private units and the underlying private shares and private rights, and the units issuable upon conversion of working capital loans and the underlying ordinary shares and rights.

Pursuant to an agreement to be entered into on the date of the prospectus, the Company’s initial shareholders and their permitted transferees can demand that the Company register for resale the founder shares, the private units and the underlying private shares and private rights, and the units issuable upon conversion of working capital loans and the underlying ordinary shares and rights.

The holders are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating in this offering may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part.

In addition, the holders have certain “piggy-back” registration rights on registration statements filed after our consummation of a business combination;

In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the consummation of a business combination;

provided that any holder that is affiliated with an underwriter participating in this offering may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

NEWBRIDGE ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 6 — Commitments and Contingencies (cont.)

Underwriters Agreement

Kingswood Capital Partners, LLC (“Kingswood”) has a 45-day option to purchase up to 750,000 units (over and above the 5,000,000 units referred to above) solely to cover over-allotments, if any.

The underwriters will be entitled to a cash underwriting discount of half and one percent ( 1.5 %) of the gross proceeds of the Proposed Public Offering, or $ 750,000 (or up to $ 862,500 if the underwriters’ over-allotment is exercised in full).

As of February 2, 2026, the underwriters fully exercised the over-allotment option to purchase 750,000 Public Units, generating gross proceeds to the Company of $ 7,500,000 .

The underwriters were entitled to a cash underwriting discount of half and one percent ( 1.5 %) of the gross proceeds of the Initial Public Offering, amounting to $ 862,500 .

Representative’s Ordinary Shares

The Company has agreed to issue to Kingswood and/or its designees, 150,000 ordinary shares upon the consummation of the Proposed Public offering.

The Company issued to Kingswood and/or its designees, 150,000 ordinary shares upon the consummation of the Initial Public offering as part of the underwriting compensation.

Kingswood has agreed not to transfer, assign or sell any such shares until the completion of our initial Business Combination.

7 unchanged sentences

In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the offering.

Note 7 — Shareholders’ Deficit

Class B Ordinary Shares — The Company has unlimited authorized shares with no par value.

Note 7 — Shareholders’ Equity

Ordinary Shares — The Company has unlimited authorized shares with no par value.

In April 2021, 100 shares were issued to the initial shareholder.

3 unchanged sentences

Following these transfers, and the reclassification of shares, the Company’s issued and outstanding ordinary shares consist of 2,875,000 Class B ordinary shares and 0 Class A ordinary shares as of December 31, 2024.

NEWBRIDGE ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 7 — Shareholders’ Deficit (cont.)

On March 18, 2025, the Company forfeited aggregately 1,437,500 ordinary shares to the Company.

Following these transfers and surrender, the Company’s currently issued and outstanding ordinary shares consist of 1,437,500 Class B ordinary shares and 0 Class A ordinary shares as of September 30, 2025.

On March 18, 2025, the Company forfeited aggregately 1,437,500 Class B ordinary shares to the Company.

As of March 31, 2026, there were 358,750 Class A ordinary shares issued and outstanding, including 186,250 shares from Private Placement and 172,500 Representative Shares, and excluding 5,750,000 ordinary shares subject to possible redemption.

As of March 31, 2026, there were 1,437,500 Class B ordinary shares issued and outstanding.

The shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

9 unchanged sentences

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets.

The key measures of segment profit or loss reviewed by the CODM are formation costs and operating costs.

Formation costs and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews formation costs and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Formation costs and operating costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

The key measures of segment profit or loss reviewed by the CODM are income earned on marketable securities held in the Trust Account, and general and administrative expenses.

The CODM reviews income earned on marketable securities held in the Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

All other segment items included in net loss are reported on the statement of operations and described within their respective disclosures.

Note 9 — Subsequent Events

The registration statement for the Company’s Proposed Public Offering was declared effective on September 30, 2025.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 14, 2025 that the financial statements were available to be issued.

Except for the events mentioned above, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through May 11, 2026 that the financial statements were available to be issued, and did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements