Newbridge Acquisition Ltd-A美股招股说明书(2026-01-30版)

5,000,000Units Newbridge Acquisition Limited is a blank check company incorporated for the purpose of entering into amerger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar businesscombination with one or more businesses or entities, which we refer to throughout this prospectus as our initialbusiness combination. Our efforts to identify a prospective target business will not be limited to a particularindustry or geographic region. We do not have any specific business combination under consideration and wehave not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or hadany substantive discussions, formal or otherwise, with respect to such a transaction with our company. This is an initial public offering of our securities. We are offering 5,000,000units at an offering price of$10.00. Each unit consists of one ClassA ordinary share and one right. Each right entitles the holder thereof toreceive one-eighth of one ClassA ordinary share upon the consummation of an initial business combination, asdescribed in more detail in this prospectus. No fractional rights will be issued upon separation of the units. As aresult, you must have eight rights to receive one ClassA ordinary share at the closing of the initial businesscombination. We have also granted Kingswood Capital Partners, LLC, the representative of the underwriters, a 45-dayoption to purchase up to an additional 750,000units (over and above the 5,000,000units referred to above)solely to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem their ordinary shares upon theconsummation of our initial business combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below, including interest (net of taxes payable), dividedby the number of then issued and outstanding ordinary shares that were sold as part of the units in this offering,which we refer to as our “public shares.” Notwithstanding the foregoing, a public shareholder, together with anyaffiliate of his or any other person with whom he is acting in concert or as a “group” (as defined inSection13(d)(3)of the Securities Actof1934, as amended, or the ExchangeAct) will be restricted from seekingredemption rights with respect to 20% or more of the ordinary shares sold in this offering without our priorwritten consent. However, we would not be restricting our shareholders’ ability to vote all of their shares(including all shares held by those shareholders that hold more than 20% of the shares sold in this offering) foror against our initial business combination. We will have 15months from the closing of this offering to consummate an initial business combination.However, if we anticipate that we may not be able to consummate our initial business combination within15months, we may extend the period of time to consummate a business combination up to two times, each byan additional threemonths (for a total of up to 21 months to complete a business combination). Theaforementioned extensions do not require shareholder approval. Pursuant to the terms of our amended andrestated memorandum and articles of association and the trust agreement entered into between us and EquinitiTrust Company, LLC on the date of this prospectus, in order to extend the time available for us to consummateour initial business combination, the sponsor or its affiliates or designees, upon fivedays advance notice prior tothe applicable deadline, must deposit into the trust account $500,000 or up to $575,000 if the underwriter’sover-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicabledeadline, for each threemonths extension (or up to an aggregate of 1,000,000 (or $1,150,000 if theunderwriter’s over-allotment option is exercised in full), or approximately $0.20 per share if we extend for thefull sixmonths). The sponsor and its affiliates or designees are not obligated to fund the trust account to extendthe time for us to complete our initial business combination. You will not be able to vote on or redeem yourshares in connection with any such extension. However, we may hold a shareholder vote at any time to amendour amended and restated memorandum and articles of association, to modify the amount of time we will haveto consummate an initial business combination (as well as to modify the substance or timing of our obligation toredeem 100% of our public shares or with respect to any other material provisions relating to shareholders’rights or pre-initial business combination activity). As described herein, our initial shareholders and directorsand officers have agreed that they will not propose any such amendment unless we provide our publicshareholders with the opportunity to redeem their public shares upon approval of any such amendment at a pershare price, payable in cash,