SecProbe.io

CORRESP
 1
 filename1.htm

 Kingswood Capital Partners, LLC

 Tower 56
126 E, 56 th Street, Suite 22S
New York, NY 10022

 VIA EDGAR

 September 30, 2025

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Newbridge Acquisition Limited
 Registration Statement on Form S-1, as
amended (File No. 333-289966)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the "Act"), the undersigned hereby joins Newbridge Acquisition Limited in connection with its request
for acceleration of the above-referenced Registration Statement, requesting effectiveness at 5:00 p.m., Eastern Time, on September 30,
2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advise that the underwriters have
complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature page follows ]

 Very truly yours,

 Kingswood Capital Partners, LLC

 By:
 /s/ Tony Tian

 Name:
 Tony Tian

 Title:
 Senior Managing Director

CORRESP
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 filename1.htm

 NEWBRIDGE ACQUISITION LIMITED
 Unit B 17/F, Success Commercial Building
245-25, Hennessy Road, Wanchai, Hong Kong

 September 30, 2025

 VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 RE: Newbridge Acquisition Limited (the "Company")
 Registration Statement on Form S-1
 (File No. 333-289966) (the "Registration Statement")

 Ladies and Gentlemen:

 The Company hereby requests, pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement
will become effective as of 5:00 p.m., Eastern Time, on September 30, 2025, or as soon thereafter as practicable.

 The Company hereby acknowledges
that:

 ● Should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement;

 ● The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and

 ● The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such
request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Loeb & Loeb LLP.

 [Signature page follows]

 Very truly yours,

 Newbridge Acquisition Limited

 By:
 /s/ Yongsheng Liu

 Name:
 Yongsheng Liu

 Title:
 Chief Executive Officer and Director

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

<DOCUMENT>
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<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 22, 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
 Amendment No. 1 to Registration Statement on Form S-1
 Filed September 11, 2025
 File No. 333-289966
Dear Yongsheng Liu:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our September 8,
2025 letter.

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 re-
 issue 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).
 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
 September 22, 2025
Page 2

with any other questions.

 Sincerely,

 Division of Corporation Finance
 Office of Real Estate & Construction
cc: Vivien Bai
</TEXT>
</DOCUMENT>

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 September 8, 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
 Registration Statement on Form S-1
 Filed August 29, 2025
 File No. 333-289966
Dear Yongsheng Liu:

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

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.
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 non-
 assessable 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).
 September 8, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 18, 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
 Amendment No. 1 to
 Draft Registration Statement on Form S-1
 Submitted June 24, 2025
 CIK No. 0001918414
Dear Yongsheng Liu:

 We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to
comments in
our June 5, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted June 24,
2025
Summary
Additional Financing, page 16

1. We note your disclosure in response to prior comment 5. Please revise to
further state
 the impact to your unaffiliated shareholders if you are required to seek
additional
 financing in connection with your initial business combination. Refer to
 Item 1602(b)(5) of Regulation S-K.
 July 18, 2025
Page 2
Dilution, page 100

2. Please tell us how you calculated the ordinary shares subject to
redemption in both of
 the maximum redemption scenarios (50,000,000 and 5,750,000,
respectively), as well
 as the amount of proceeds held in trust subject to redemption for the
maximum
 redemption with full over-allotment scenario ($51,625,891).
Taxation, page 178

3. We note your revision in response to prior comment 16. However, we note
that the
 introductory language here references "certain material British Virgin
Islands and U.S.
 federal income tax consequences." Please remove the term "certain" from
your
 disclosure. Refer to Section III.C.1 of Staff Legal Bulletin No. 19.

 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
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>