Newbridge Acquisition Ltd

Previous wording

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. 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. 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 “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.

Current wording

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”), including the proposed Business Combination with Startech, 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. 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 23, 2026, and the Company’s final prospectus for its Initial Public Offering, dated January 29, 2026 and filed with the SEC on January 30, 2026. 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.

Previous wording

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. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. As such, although we are 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. We intend to utilize cash derived from the proceeds of the Initial Public Offering, our securities, debt or a combination of cash, securities and debt, in effecting a business combination.

Current wording

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. Prior to entering into the Business Combination Agreement described below, our efforts to identify a prospective target business were not limited to a particular industry or geographic region. On August 3, 2026, we entered into the Business Combination Agreement with Startech. We intend to utilize cash derived from the proceeds of the Initial Public Offering, our securities, debt or a combination of cash, securities and debt, in effecting a business combination.

Previous wording

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.”

Current wording

On August 3, 2026, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Newbridge Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and Startech Group Inc. (“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 (the “Domestication,” and the Company following the Domestication, the “Domesticated Company”). 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.”

Previous wording

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.

Current wording

Pursuant to the Business Combination Agreement, Startech stockholders 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.

Previous wording

We have neither engaged in any operations nor generated any operating revenues to date. 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. 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.

Current wording

We have neither engaged in any operations nor generated any operating revenues to date. 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. 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 cash 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.

Previous wording

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 held in Trust Account, and general and administrative expenses.

Current wording

For the three months ended September 30, 2025 and 2026, we had a net loss of $63,873 and net income of $339,230, respectively, which primarily consisted of interest income earned on cash held in the Trust Account, and general and administrative expenses. For the nine months ended September 30, 2025 and 2026, we had a net loss of $152,478 and net income of $724,582, respectively, which primarily consisted of interest income earned on cash held in the Trust Account, and general and administrative expenses.

Previous wording

A total of $57,500,000 of the net proceeds from the Initial Public Offering and the Private Placement were deposited in a trust account established for the benefit of the Company’s public stockholders, with Equinity Trust Company, LLC acting as trustee.

Current wording

A total of $57,500,000 of the net proceeds from the Initial Public Offering and the Private Placement were deposited in a trust account (the “Trust Account”) established for the benefit of the Company’s public shareholders at Citibank, N.A., maintained by Equiniti Trust Company, LLC, acting as trustee.

Previous wording

We intend to use substantially all of the net proceeds of this offering and the sale of the private units, including the funds held in the trust account (excluding deferred underwriting discounts) to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our shares used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business or businesses. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, 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.

Current wording

We intend to use substantially all of the net proceeds of the Initial Public Offering and the sale of the private units, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our shares are used in whole or in part as consideration to effect our initial Business Combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business or businesses. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, 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.

Previous wording

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.

Current wording

As of September 30, 2026, we had a working capital deficit of $847,162. For the nine months ended September 30, 2026, net cash used in operating activities was $556,646. 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 loans from the Sponsor under an unsecured promissory note executed on May 1, 2021, an unsecured promissory note executed on May 1, 2025 and a sponsor loan agreement dated November 15, 2025 providing for loans of up to an aggregate of $5,000,000. These loans are non-interest bearing and were used to pay expenses related to the Initial Public Offering and the Business Combination. The loan under the May 1, 2021 promissory note is payable promptly after the date on which the Company consummates an initial public offering of its securities. The loan under the May 1, 2025 promissory note shall be repaid upon the closing of the Initial Public Offering out of the offering proceeds not held in the Trust Account. The Sponsor will not demand any repayment of the outstanding loan amounts under the November 15, 2025 Sponsor loan agreement prior to the completion of the Company’s Business Combination, whereupon all outstanding principal under the loan shall become immediately due and payable. Following the closing of the Initial Public Offering, the Company repaid $3,506,242 of the outstanding loans during the six months ended June 30, 2026, and $50,000 during the three months ended September 30, 2026. As of September 30, 2026, $2,158,521 was outstanding under the promissory notes with the Sponsor, compared to $2,208,521 as of June 30, 2026. The Sponsor has undertaken not to demand repayment of the outstanding promissory note until the Company has sufficient liquid resources to repay the amount due. 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 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.

Previous wording

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. 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 these conditions raise substantial 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.

Current wording

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. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards 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 these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination by May 2, 2027 (or up to November 2, 2027, if extended) (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 statements do not include any adjustments that might result from the outcome of this uncertainty.

Previous wording

We did not have any off-balance sheet arrangements 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 with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Current wording

We did not have any off-balance sheet arrangements as of September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Previous wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than agreements with affiliates of Sponsor to pay an aggregate of $10,677 per month for office space, utilities, and secretarial and administrative support.

Current wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than agreements with affiliates of Sponsor to pay an aggregate of $10,677 per month for office space, utilities, and secretarial and administrative support. We will cease paying these monthly fees upon the consummation of the Business Combination.

Previous wording

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.

Current wording

The underwriters were entitled to a cash underwriting discount of one and one-half percent (1.5%) of the gross proceeds of the Initial Public Offering, amounting to $862,500. In addition, the Company issued 172,500 representative shares to Kingswood Capital Partners, LLC and/or its designees upon the closing of the Initial Public Offering.

Previous wording

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. 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. We have identified the following as our critical accounting policies:

Current wording

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. 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.

Previous wording

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 events. 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.

Current wording

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 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 the occurrence of uncertain future events. Accordingly, 5,750,000 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.

Previous wording

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.

Current wording

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. The accretion of the carrying value of ordinary shares subject to possible redemption is treated as a deemed dividend and, in the absence of retained earnings, is charged against additional paid-in capital.

Previous wording

The Company complies with 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 ordinary share outstanding for the period. Remeasurement adjustments associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.

Current wording

The Company complies with 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 ordinary shares outstanding for the period. Remeasurement adjustments associated with the redeemable ordinary shares are excluded from earnings per share as the redemption value approximates fair value.

Previous wording

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 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.

Current wording

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 is contingent upon the occurrence of future events. As of September 30, 2026, the rights are exercisable to receive 742,031 Class A ordinary shares in the aggregate. The weighted average of these shares was excluded from the calculation of diluted net income per ordinary share since the inclusion of such rights would be anti-dilutive. The rights cannot be converted to ordinary shares prior to an initial Business Combination; therefore, they have been classified as anti-dilutive.