Starcoin Group Limited Announces MOU for Potential De-SPAC Transaction with Newbridge Acquisition Limited

Key Highlights

• Memorandum of Understanding (MOU) Signed: Starcoin Group Limited (formerly Innovative Pharmaceutical Biotech Limited) has entered into a memorandum of understanding (MOU) with Newbridge Acquisition Limited on 27 February 2026, after trading hours. The MOU aims to explore a potential de-SPAC transaction involving the Group and/or its assets or businesses.
• Potential Transaction Details: The transaction may involve a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination. Newbridge is a NASDAQ-listed blank check company (SPAC) trading under the symbol “NBRG”.
• Strategic Significance: If completed, the transaction would enable Starcoin Group to access US capital markets, supporting its fundraising efforts and potentially accelerating the Group’s business growth and development.
• Unlocking Value: A successful transaction would validate the Group’s business model and growth strategy, potentially unlocking the intrinsic value of the company for shareholders.
• Ongoing Due Diligence: Both parties have agreed to use reasonable efforts to negotiate and conduct due diligence. The MOU will remain effective until the signing of a definitive agreement or 180 days from the MOU date, unless extended by mutual agreement.
• Price-Sensitive Information: The MOU is non-binding and subject to the execution of definitive agreements. There is no certainty that the transaction will proceed, and shareholders are urged to exercise caution.

Details for Investors and Shareholders

The Board of Directors of Starcoin Group believes that consummating a de-SPAC transaction with a NASDAQ-listed entity would be a significant strategic milestone for the company. The move is expected to facilitate access to US capital markets, which could be transformative for the Group’s fundraising needs, thereby fueling future development and expansion.

In addition, the Board views the potential transaction as a recognition of the Group’s business model, growth plan, and market potential—factors that could significantly enhance shareholder value and potentially influence the company’s share price upon successful completion.

It is important to note that the MOU is not legally binding regarding the consummation of the transaction. Both parties will engage in further discussions and due diligence. The MOU will terminate if a definitive agreement is not signed within 180 days, unless extended.

The company will make further announcements as appropriate and in accordance with the Listing Rules. Shareholders and potential investors should remain alert to further updates and are advised to exercise caution when dealing in the shares of Starcoin Group Limited.

Board Composition

As of the date of the announcement, the Board of Directors comprises:

• Dr. Yeung Yung (Chairman and Executive Director)
• Mr. Gao Yuan Xing (Executive Director)
• Mr. Tang Rong (Executive Director)
• Ms. Qi Shujuan (Executive Director)
• Dr. Long Fan (Executive Director)
• Dr. Wu Ming (Executive Director)
• Mr. Zhang Shen (Executive Director)
• Mr. Zhang Yi (Non-Executive Director)
• Ms. Chen Weijun (Independent Non-Executive Director)
• Mr. Wang Rongliang (Independent Non-Executive Director)
• Mr. Chen Jinzhong (Independent Non-Executive Director)
• Dr. Xia Tingkang, Tim (Independent Non-Executive Director)
• Ms. Sun Sizheng (Independent Non-Executive Director)

For more information, please visit the company’s website: www.starcoingroup.com and www.irasia.com/listco/hk/starcoingroup.

Potential Share Price Impact

The announcement of this MOU is a potentially price-sensitive development. If the de-SPAC transaction moves forward and is successfully completed, it could positively affect Starcoin Group’s share value due to enhanced market access, funding opportunities, and validation of the company’s growth strategy. Conversely, if negotiations do not lead to a definitive agreement, there may be a negative impact on investor sentiment.

Disclaimer

This article is for information purposes only and does not constitute investment advice. The news herein involves forward-looking statements subject to risks and uncertainties. Investors are advised to review all company disclosures and exercise caution when dealing in the shares of Starcoin Group Limited.

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