CORRESP Filing
Newbridge Acquisition Ltd
Date: Sept. 11, 2025 · CIK: 0001918414 · Accession: 0001213900-25-086876
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289966
Referenced dates: September 8, 2025
Letter
Vivien Bai Senior Counsel
345 Park Avenue New York, NY 10154
Direct +1 212-407-4933 Main +1 212-407-4000 Fax +1 212-407-4990 vbai@loeb.com
September 11, 2025
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: William Demarest, Kristina Marrone, Isabel Rivera and Mary Beth Breslin
Re:
Newbridge Acquisition Ltd Registration Statement on Form S-1 Filed August 29, 2025 File No. 333-289966
Ladies and Gentlemen:
On behalf of our client, Newbridge Acquisition Limited (the " Company "), we hereby submit to the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " SEC ") this letter setting forth of the Company's response to the comments issued in a letter dated September 8, 2025 (the " Staff's Letter ") regarding the Company's Registration Statement on Form S-1 (the " Registration Statement "). Contemporaneously, the Company is filing the revised Registration Statement via Edgar (the " Amended Registration Statement ").
For ease of reference, each comment contained in the Staff's Letter is reproduced below and is followed by the Company's response. All page references in the responses set forth below refer to the page numbers in the Amended Registration Statement.
Registration Statement on Form S-1 filed August 29, 2025
Description of Securities
Ordinary Shares, page 155
1. Please expand your disclosure in this section to describe the provision in Section 29 of your Form of Amended and Restated Memorandum and Articles of Association filed as Exhibit 3.2 as it relates to your ordinary shares, or advise.
Response : In response to the Staff's comment, we have revised the disclosure on page 172 of the Amended Registration Statement.
Exhibits
2. We note the legal opinion filed as Exhibit 5.1. Please file a revised opinion that is not limited to whether holders of ordinary shares are liable for additional assessments or calls on the security by the company. The opinion as to whether the shares are nonassessable should also address whether shareholders are liable to the company's creditors. For guidance, please refer to Section II.B.1.a of Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings (October 14, 2011).
Response : In response to the Staff's comment, we have filed a revised legal opinion as Exhibit 5.1.
Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company's filing, please contact me at 212.407.4933, or Alex Weniger-Araujo, Partner of Loeb & Loeb LLP, at 212.409.4063. Thank you for your time and attention to this filing.
Sincerely,
/s/ Vivien Bai
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CORRESP 1 filename1.htm Vivien Bai Senior Counsel 345 Park Avenue New York, NY 10154 Direct +1 212-407-4933 Main +1 212-407-4000 Fax +1 212-407-4990 vbai@loeb.com September 11, 2025 Division of Corporation Finance Office of Real Estate & Construction U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: William Demarest, Kristina Marrone, Isabel Rivera and Mary Beth Breslin Re: Newbridge Acquisition Ltd Registration Statement on Form S-1 Filed August 29, 2025 File No. 333-289966 Ladies and Gentlemen: On behalf of our client, Newbridge Acquisition Limited (the " Company "), we hereby submit to the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " SEC ") this letter setting forth of the Company's response to the comments issued in a letter dated September 8, 2025 (the " Staff's Letter ") regarding the Company's Registration Statement on Form S-1 (the " Registration Statement "). Contemporaneously, the Company is filing the revised Registration Statement via Edgar (the " Amended Registration Statement "). For ease of reference, each comment contained in the Staff's Letter is reproduced below and is followed by the Company's response. All page references in the responses set forth below refer to the page numbers in the Amended Registration Statement. Registration Statement on Form S-1 filed August 29, 2025 Description of Securities Ordinary Shares, page 155 1. Please expand your disclosure in this section to describe the provision in Section 29 of your Form of Amended and Restated Memorandum and Articles of Association filed as Exhibit 3.2 as it relates to your ordinary shares, or advise. Response : In response to the Staff's comment, we have revised the disclosure on page 172 of the Amended Registration Statement. Exhibits 2. We note the legal opinion filed as Exhibit 5.1. Please file a revised opinion that is not limited to whether holders of ordinary shares are liable for additional assessments or calls on the security by the company. The opinion as to whether the shares are nonassessable should also address whether shareholders are liable to the company's creditors. For guidance, please refer to Section II.B.1.a of Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings (October 14, 2011). Response : In response to the Staff's comment, we have filed a revised legal opinion as Exhibit 5.1. Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company's filing, please contact me at 212.407.4933, or Alex Weniger-Araujo, Partner of Loeb & Loeb LLP, at 212.409.4063. Thank you for your time and attention to this filing. Sincerely, /s/ Vivien Bai Vivien Bai Senior Counsel cc: Yongsheng Liu, CEO, Newbridge Acquisition Limited Alex Weniger-Araujo, Partner, Loeb & Loeb LLP