Newbridge Acquisition Ltd-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ______________ Newbridge Acquisition Limited(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ At June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s securitieswere no public traded. Therefore, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrantwas $0. As of March 23, 2026, the Registrant had 7,546,250 ordinary shares outstanding (inclusive of shares included in our units),including 6,108,750 Class A ordinary shares underlying the units, and 1,437,500 Class B ordinary shares issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Newbridge Acquisition Limited Annual Report on Form 10-K for the Year Ended December 31, 2025 PART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS30ITEM 1B.UNRESOLVED STAFF COMMENTS31ITEM 1C.CYBERSECURITY31ITEM 2.PROPERTIES31ITEM 3.LEGAL PROCEEDINGS31ITEM 4.MINE SAFETY DISCLOSURES31PART II32ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES32ITEM 6.[RESERVED]33ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS33ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK36ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA36ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE36ITEM 9A.CONTROLS AND PROCEDURES36ITEM 9B.OTHER INFORMATION37ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS37PART III38ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE38ITEM 11.EXECUTIVE COMPENSATION49ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS50ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE52ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES55PART IV56ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES56ITEML 16.FORM 10-K SUMMARY58 CERTAIN TERMS When used throughout this annual report on Form 10-K, references to: ●references to “amended and restated memorandum and articles of association” are to the amended and restated memorandumand articles of association that the Company adopted imm