CORRESP Filing
Newbridge Acquisition Ltd
Date: Sept. 25, 2025 · CIK: 0001918414 · Accession: 0001213900-25-091536
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289966
Referenced dates: September 22, 2025
Letter
Vivien Bai Senior Counsel
Direct +1 212-407-4933
345 Park Avenue Main +1 212-407-4000
New York, NY 10154 Fax +1 212-407-4990
vbai@loeb.com
September 25, 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 Amendment No. 1 to Registration Statement on Form S-1 Filed September 11, 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 22, 2025 (the " Staff's Letter ") regarding the Company's Amendment No. 1 to 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.
Amendment No. 1 to Registration Statement on Form S-1 filed September 11, 2025
Exhibits
1. We note your revised legal opinion filed in response to prior comment 2 and we reissue the comment in part. Please have counsel revise the opinion to state whether shareholders are liable to the company's creditors by either adding a reference to creditors to the parenthetical in paragraph 3.2 or removing the parenthetical entirely. 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 Direct +1 212-407-4933 345 Park Avenue Main +1 212-407-4000 New York, NY 10154 Fax +1 212-407-4990 vbai@loeb.com September 25, 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 Amendment No. 1 to Registration Statement on Form S-1 Filed September 11, 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 22, 2025 (the " Staff's Letter ") regarding the Company's Amendment No. 1 to 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. Amendment No. 1 to Registration Statement on Form S-1 filed September 11, 2025 Exhibits 1. We note your revised legal opinion filed in response to prior comment 2 and we reissue the comment in part. Please have counsel revise the opinion to state whether shareholders are liable to the company's creditors by either adding a reference to creditors to the parenthetical in paragraph 3.2 or removing the parenthetical entirely. 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