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 June 5, 2025

Yongsheng Liu
Chief Executive Officer and Director
Newbridge Acquisition Ltd
Unit B 17/F, Success Commercial Building
245-25, Hennessy Road, Wanchai, Hong Kong

 Re: Newbridge Acquisition Ltd
 Draft Registration Statement on Form S-1
 Submitted May 9, 2025
 CIK No. 0001918414
Dear Yongsheng Liu:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted May 9, 2025
Cover Page

1. We note disclosure in the eleventh paragraph regarding sponsor
compensation. Please
 expand to include a cross-reference to the applicable disclosures within
your
 prospectus and include a statement regarding whether the sources of
compensation
 could result in material dilution to your shareholders. Refer to Item
1602(a)(3) of
 Regulation S-K.
Summary, page 1

2. Please revise your table on page 6 to disclose the underwriter's lock-up
agreement.
 Refer to Item 1603(a)(9) of Regulation S-K.
 June 5, 2025
Page 2
3. We note your statement on page 19 that your founder shares are identical
to the
 ordinary shares in this offering. However, it appears that your founder
shares have
 registration rights and transfer restrictions. Please reconcile your
disclosure
 throughout your prospectus as applicable. Refer to Item 1602(b)(3) of
Regulation S-
 K.
4. Please expand your disclosure to discuss the consequences to your
sponsor if an initial
 business consummation is not consummated. Refer to Item 1602(b)(4) of
Regulation
 S-K.
5. Please expand your disclosure to discuss whether you have any plans to
seek
 additional financings and how the terms of such financings could impact
unaffiliated
 shareholders. Refer to Item 1602(b)(5) of Regulation S-K.
6. Disclose in the Summary that trading in your securities may be
prohibited under the
 Holding Foreign Companies Accountable Act, as amended by the
Consolidated
 Appropriations Act, 2023, and related regulations if the PCAOB
determines that it
 cannot inspect or investigate completely your auditor for a period of
two consecutive
 years, and that as a result an exchange may determine to delist your
securities.
Terms of Rights, page 21

7. Please reconcile your disclosure that that holders of public rights will
receive one-
 eighth of one ordinary share upon consummation of your initial business
combination,
 with your disclosure here and on page 157 that they must hold rights in
multiples of
 ten in order to receive shares for all the rights held.
Summary of Risk Factors, page 35

8. Please revise to limit your summary of risk factors to highlight the
principal factors
 that make an investment in the registrant or offering speculative or
risky. Refer to
 Item 105(b) of Regulation S-K.
Risk Factors
Risks Related to Acquiring or Operating Businesses in the PRC, page 60

9. Please revise to clarify that the risks associated with the PRC are not
solely future
 risks associated with acquiring a business in the PRC, but are currently
applicable to
 the company as a result of being based in the PRC and having directors
and officers
 with significant ties to the PRC.
Recent greater oversight by the PRC government and Cyberspace Administration of
China
over cybersecurity and data security . . ., page 72

10. Please revise your disclosure to explain how greater oversight by the
Cyberspace
 Administration of China (CAC) impacts your officers and directors and to
what extent
 you believe that you are compliant with the regulations or policies that
have been
 issued by the CAC to date.
Dilution, page 100

11. We note disclosure on page 170 that your amended and restated memorandum
and
 articles of association will provide that under no circumstances will
you redeem your
 June 5, 2025
Page 3

 public shares in an amount that would cause your net tangible assets to
be less than
 $5,000,001. We further note that the ordinary shares subject to
redemption in the
 100% of maximum redemption scenario of the dilution table causes net
tangible assets
 to fall below the $5,000,001 minimum threshold. Please tell us how you
considered
 reflecting this redemption restriction in your dilution table.
12. We note your assumption here that no ordinary shares and convertible
equity or debt
 securities are issued in connection with additional financing that you
may seek in
 connection with a business combination. Please revise your disclosure to
address the
 fact that you may need additional financing given that your target size
consists of
 companies with significant revenue growth potential valued between $650
million and
 $2 billion, amounts greater than you could acquired with the net
proceeds of this
 offering.
Proposed Business
The Sponsor, page 109

13. Please expand your disclosure to discuss the general nature of your
sponsor's business.
 Refer to Item 1603(a)(2) of Regulation S-K.
14. Please address the material roles and responsibilities of the SPAC
sponsor, its
 affiliates, and promoters in directing and managing your activities.
Refer to Item
 1603(a)(4) of Regulation S-K.
Principal Shareholders, page 149

15. Please disclose the address of your sponsor, Wealth Path Holdings
Limited. Refer to
 Item 403 of Regulation S-K.
Taxation, page 176

16. Please revise the introductory language here and throughout this section
to remove the
 term "certain" and confirm that the discussion addresses all material
tax
 consequences. Refer to Section III.C.1 of Staff Legal Bulletin No. 19.
Notes to Financial Statements, page F-7

17. Please tell us how you determined that your disclosure is compliant with
the
 requirements of ASC 280-10-50-20. Reference is also made to ASU 2023-07.
 June 5, 2025
Page 4

 Please contact William Demarest at 202-551-3432 or Kristina Marrone at
202-551-
3429 if you have questions regarding comments on the financial statements and
related
matters. Please contact Isabel Rivera at 202-551-3518 or Mary Beth Breslin at
202-551-3625
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Vivien Bai
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