What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-11 · 149 added, 119 removed, 77 unchanged (78% of the section changed)

Management’s Discussion and Analysis of Financial

References in this report

(the “Quarterly Report”) to “we,” “us” or the “Company” refer to Newbridge Acquisition

Limited References to our “management” or our “management team” refer to our officers and directors, and references

to the “Sponsor” refer to Wealth Path Holdings Limited.

The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere

in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements

that involve risks and uncertainties.

Management’s Discussion and Analysis

of Financial Statements

References in this report (the “Quarterly

Report”) to “we,” “us” or the “Company” refer to Newbridge Acquisition Limited References to

our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”

refer to Wealth Path Holdings Limited.

The following discussion and analysis of the Company’s financial condition and results of

operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and

uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes

“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange

Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those

expected and projected.

All statements, other than statements of historical fact included in this Quarterly Report including, without

limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

regarding our ability to complete an initial business combination (a “Business Combination”), the Company’s financial

position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek”

and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements

relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed

in the forward-looking statements.

For information identifying important factors that could cause actual results to differ materially

from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s prospectus for

its proposed public offering (the “Proposed Public Offering”) filed with the U.S.

Securities and Exchange Commission (the

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking

statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated as a

British Virgin Islands business company on April 16, 2021 for the purpose of entering into a merger, share exchange, asset acquisition,

This Quarterly Report includes “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical

facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our ability to complete

an initial business combination (a “Business Combination”), the Company’s financial position, business strategy and

the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,” “believe,”

“anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions

are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance,

but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events,

performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.

information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking

statements, please refer to the Risk Factors section of the Company’s prospectus for its proposed public offering (the “Proposed

Public Offering”) filed with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company’s securities

filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities

law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new

information, future events or otherwise.

We are a blank check company incorporated as

a British Virgin Islands business company on April 16, 2021 for the purpose of entering into a merger, share exchange, asset acquisition,

share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses.

2 unchanged sentences

not targeting target companies in China, we may consider a business combination with an entity or business with a physical presence or

other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination business to the laws,

regulations and policies of China.

other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination business to the

laws, regulations and policies of China.

We intend to utilize cash derived from the proceeds of the Initial Public Offering, our securities,

3 unchanged sentences

We cannot assure you that our plans to complete a business combination will be successful.

Recent Development

Business Combination Agreement

On August 3, 2026, the Company entered into the

Business Combination Agreement with Merger Sub and Startech.

Pursuant to the Business Combination Agreement, at least one business day

prior to the closing of the business combination, the Company will continue out of the British Virgin Islands and become a Delaware corporation

by way of continuation.

Following the Domestication, Merger Sub will merge with and into Startech, with Startech surviving the merger

as a wholly owned subsidiary of the Domesticated Company.

In connection with the business combination, the Domesticated Company will

be renamed “Startech Inc.”

Pursuant to the Business Combination Agreement,

Startech equityholders will receive an aggregate number of shares of common stock of the Domesticated Company equal to the quotient obtained

by dividing $1.0 billion by $10.00, in exchange for all outstanding equity interests of Startech on a fully diluted basis.

The completion of the proposed business combination

is subject to customary closing conditions, including approval by our shareholders and Startech’s stockholders, effectiveness of

the registration statement to be filed with the SEC, conditional approval for listing of the common shares of the Domesticated Company

on Nasdaq or another national securities exchange, and other customary closing conditions.

Certain Related Agreements

In connection with the execution of the Business

Combination Agreement, we entered into certain ancillary agreements, including a Parent Support Agreement with our Sponsor and Startech,

and a Company Support Agreement with Startech and certain stockholders of Startech.

Pursuant to these agreements, the applicable parties

agreed to take certain actions in support of the proposed Business Combination, including voting commitments with respect to the transaction

and restrictions on alternative transactions.

The Business Combination Agreement also contemplates

that, upon the closing of the proposed Business Combination, we will enter into an amended and restated registration rights agreement

and certain lock-up agreements with applicable shareholders of the combined company.

These agreements will govern registration rights

and transfer restrictions relating to shares of the combined company following the closing of the proposed Business Combination.

Results of Operations

2 unchanged sentences

Our only activities since inception were organizational activities and those necessary to prepare

for the initial public offering, described below and, after our initial public offering, identifying a target company for a business combination.

for the initial public offering, described below and, after our initial public offering, identifying a target company for a business

We do not expect to generate any operating revenues until after the completion of our initial business combination.

We expect to generate

non-operating income in the form of interest income on marketable securities held after the initial public offering.

We expect that we

will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses in connection with searching for, and completing, a business combination.

For the three months ended March 31, 2025 and

to generate non-operating income in the form of interest income on marketable securities held after the initial public offering.

that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as for due diligence expenses in connection with searching for, and completing, a business combination.

For the six months ended June 30, 2025 and 2026,

we had a net loss of $88,605 and net income of $385,352, respectively, which primarily consisted of income earned on marketable securities

1 unchanged sentence

Liquidity and Capital Resources

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

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.

13 unchanged sentences

for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay

any operating expenses which we had incurred prior to the completion of our initial business combination if the funds available to us

outside of the trust account were insufficient to cover such expenses.

As of March 31, 2026, we had $1,846,192 in cash

and a working capital deficit of $501,095.

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

The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000

for the founder shares and an aggregate of up to $6,500,000 in loans available from the sponsor under an unsecured promissory note executed

on May 1, 2021 and an unsecured promissory note executed on May 1, 2025, and due at the closing of this offering.

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 funds were

used to pay for our expenses of the Initial Public Offering and Business Combination with interest-free.

As of March 31, 2026, we have

borrowed $2,347,287 under the promissory note with the sponsor.

Subsequent to the consummation of the Initial Public Offering, the Company

expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the Initial

Public Offering and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective

business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting

the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination.

certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds

from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company

will receive such funds.

Such funds could also be used to

repay any operating expenses which we had incurred prior to the completion of our initial business combination if the funds available

to us outside of the trust account were insufficient to cover such expenses.

As of June 30, 2026, we had a working capital

deficit of $690,733.

For the six months ended June 30, 2026, net cash used in operating activities was $400,217.

The Company’s

liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the founder

shares and an aggregate of up to $6,500,000 in loans available from the sponsor under an unsecured promissory note executed on May 1,

2021 and an unsecured promissory note executed on May 1, 2025, and due at the closing of this offering.

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 funds were used to pay for

our expenses of the Initial Public Offering and Business Combination with interest-free.

As of June 30, 2026, we have borrowed $2,208,521

under the promissory note with the sponsor.

Subsequent to the consummation of the Initial Public Offering, the Company expects that it

will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the Initial Public Offering

and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business

combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target

business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination.

Although certain of

the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time

to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will

receive such funds.

The Company will use funds held outside the Trust

2 unchanged sentences

documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with

our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target

businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target

businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.

entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as

a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination

and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result of our breach or otherwise) could

result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to

assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed

to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable

to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention

If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that

would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business

combination and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result of our breach or otherwise)

could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target

The Company has incurred and expects to continue

to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of

the consummation of a Business Combination.

to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit

of the consummation of a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance

2 unchanged sentences

doubt about the Company’s ability to continue as a going concern.

In addition, if the Company is unable to complete a Business Combination

within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal

dissolution of the Company.

There is no assurance that the Company’s plans to consummate a Business Combination will be successful

within the Combination Period.

As a result, management has determined that such an additional condition also raises substantial doubt

about the Company’s ability to continue as a going concern.

The financial statement does not include any adjustments that might

result from the outcome of this uncertainty.

In addition, if the Company is unable to complete a Business

Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and

thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans to consummate a Business Combination

will be successful within the Combination Period.

As a result, management has determined that such an additional condition also raises

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

The financial statement does not include any adjustments

that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements

as defined in Item 303(a)(4)(ii) of Regulation S-K as of March 31, 2026.

as defined in Item 303(a)(4)(ii) of Regulation S-K as of June 30, 2026.

We do not participate in transactions that create relationships

15 unchanged sentences

Making estimates requires management to exercise significant

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed

at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to

one or more future confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that

existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term

due to one or more future confirming events.

Accordingly, the actual results could materially differ from those estimates.

2 unchanged sentences

Common Stock Subject to Possible Redemption

The Company accounts for its ordinary shares subject

to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary

shares subject to mandatory redemption are classified as a liability instrument and measured at fair value.

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.

times, ordinary shares are classified as stockholders’ equity.

The Company’s ordinary shares feature certain redemption rights

that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

5,750,000 shares of ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the

stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value

over the period from the date Immediately upon the closing of the IPO, the Company recognized the accretion from initial carrying amount

to redemption book value.

The change in the carrying value of ordinary shares subject to possible redemptions resulted in charges against

additional paid-in capital.

The Company accounts for its ordinary shares

subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.”

Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value.

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 stockholders’ equity.

The Company’s ordinary shares feature certain

redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future

Accordingly, 5,750,000 shares of ordinary shares subject to possible redemption are presented at redemption value as temporary

equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption

value over the period from the date Immediately upon the closing of the IPO, the Company recognized the accretion from initial carrying

amount to redemption book value.

The change in the carrying value of ordinary shares subject to possible redemptions resulted in charges

against additional paid-in capital.

Net Income Per Ordinary Share

6 unchanged sentences

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;

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 June 30, 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.

2 unchanged sentences

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Quantitative and Qualitative Disclosures

About Market Risk

As a smaller reporting company we are not

required to make disclosures under this Item.

and Qualitative Disclosures About Market Risk

reporting company we are not required to make disclosures under this Item.

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 2. Management’s Discussion and Analysis