STARCOIN GROUP (00399) has announced that on February 27, 2026, the company entered into a memorandum of understanding with Newbridge Acquisition Limited (Newbridge) to explore opportunities for a potential special purpose acquisition company (SPAC) merger transaction involving the group and/or its assets or business. Newbridge is a blank check company established for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses or entities. Newbridge's shares are listed on Nasdaq under the ticker symbol "NBRG".

According to the memorandum of understanding, both parties have agreed to use reasonable efforts to proceed with discussions aimed at finalizing the potential transaction, subject to the outcomes of due diligence and the execution of a definitive agreement. Each party will provide reasonable assistance to the other for the purpose of due diligence. The memorandum of understanding will terminate upon the signing of a definitive agreement for the potential transaction or 180 days after the date of the memorandum, whichever occurs earlier, unless another date is mutually agreed upon by the company and Newbridge.

The board of directors believes that if the potential transaction is completed, it would represent a significant strategic milestone for the group. Engaging in a SPAC merger with a Nasdaq-listed company would provide the group with access to the U.S. capital market, supporting fundraising initiatives for business development and value enhancement. The successful completion of the potential transaction would also affirm the group's business model, development strategy, and market potential, thereby unlocking its intrinsic value.