Newbridge Acquisition Limited filed an 8-K (earliest event 3 Aug 2026) under Item 1.01 reporting entry into a Business Combination Agreement with NBRG Merger Sub, Inc. and Startech Group Inc. Item 7.01 furnishes a joint press release as Exhibit 99.1. Exhibits include the BCA (2.1), Parent Support Agreement (10.1), Company Support Agreement (10.2), form of A&R Registration Rights Agreement (10.3), and the press release. Structure: at least one business day pre-close, NBRG continues out of the BVI into Delaware (Domestication); Merger Sub then merges into Startech, leaving Startech a wholly owned subsidiary of Domesticated Parent. Post-close parent to be renamed Startech Inc. Startech described as a U.S. AI/fintech-enablement company (AQP Water and StarOS segments). NBRG board unanimously approved and will recommend to shareholders. Consideration: Startech equityholders (common, options, convertible notes as treated) receive Aggregate Merger Consideration equal to $1,000,000,000 divided by $10.00 in Parent common shares for Aggregate Fully Diluted Company Common Stock. Company options roll on a Conversion Ratio basis; convertible notes convert to company common pre-effective time per their terms; Class A company stock takes Parent Class B, Class B company stock takes Parent Class A, each at the Conversion Ratio. Domestication mechanics: outstanding Class A ordinarys (post-redemption) convert 1:1 into Parent Class A common ($0.0001); Class B ordinarys 1:1 into Parent Class B common; each Parent Right becomes one Domesticated Parent Right to acquire one-eighth (1/8) of one Parent Class A common on initial business combination per the rights agreement; units separate into one Class A common and one 1/8 right. Pubco board: seven seats; Sponsor designates one, Company the rest; majority independent. Company management expected to run Pubco. Sponsor (Wealth Path Holdings Limited per exhibit caption) and company supporting shareholders signed support/vote agreements; lock-ups contemplated pre-close for certain company shareholders; A&R registration rights at close. Close-path (Pulse): path is now post-DA. Closing needs NBRG and company shareholder approvals, effective S-4, Nasdaq (or other national exchange) conditional listing of Domesticated Parent common, Domestication completed ≥1 business day before close, customary certificates/good standing, post-close board seated, and no SEC stop order on the S-4. Outside Date 2 Nov 2027; termination also for final non-appealable prohibitory order/law, failed parent shareholder vote (within five business days after meeting conclusion), uncured material breach, or missing company shareholder approval after the written-consent deadline. NBRG expects to file the Registration Statement promptly after signing; company must deliver FYE 30 Jun 2026 audited financials within sixty days of signing for the proxy/S-4. No close date is fixed—only conditionality and the Outside Date. Cash (V): filing does not state trust balance, redemption tender results, minimum-cash or net-tangible-asset floors, PIPE/backstop size, or sponsor promote waiver economics. Redemptions are referenced only as occurring before Domestication share conversion. Rights remain 1/8 into close; no change to cash-per-share in trust is disclosed here. Filing does not say: Startech financial results or KPIs beyond segment description; working-capital or debt adjustments to the $1.0bn equity envelope; any committed PIPE or FPA; exchange ratio numeric value (only the formula); record date or meeting date; lock-up duration/quantum beyond “form to be agreed”; or that an S-4 has been filed—only intent to file.

Conversion 1/8