Starcoin Group Limited Announces Key Developments in Potential De-SPAC Transaction with Newbridge and Conflux Foundation

Key Highlights

• Starcoin Group Limited (formerly Innovative Pharmaceutical Biotech Limited) has entered into a new Memorandum of Understanding (MOU) with Newbridge Acquisition Limited and Conflux Foundation to explore a potential de-SPAC transaction.
• The earlier MOU between Starcoin and Newbridge dated 27 February 2026 has been terminated and replaced by the new agreement signed on 10 March 2026.
• The potential transaction, if consummated, could provide Starcoin with direct access to US capital markets through a NASDAQ-listed partner, offering significant opportunities for fundraising and strategic growth.
• The MOU is non-binding and subject to further due diligence and execution of definitive agreements within 180 days (or as otherwise agreed).
• If completed, the transaction may be classified as a notifiable and connected transaction under the Hong Kong Listing Rules, which could have substantial implications for shareholders.

Details of the MOU and Strategic Rationale

On 10 March 2026, Starcoin Group Limited, Newbridge Acquisition Limited (a NASDAQ-listed SPAC under ticker “NBRG”), and Conflux Foundation (a private Panamanian foundation focused on blockchain infrastructure and digital assets) entered into a memorandum of understanding to explore a de-SPAC transaction. The goal is to combine the assets and businesses of Starcoin, Conflux, and/or their respective subsidiaries, potentially resulting in a new publicly-listed entity or business combination.

The MOU specifies that all parties will make reasonable efforts to engage in discussions and due diligence aimed at finalizing the transaction. The MOU will terminate either upon the signing of definitive agreements or 180 days from the date of the MOU, unless extended by mutual agreement.

Potential Impact and Benefits to Shareholders

• Access to US Capital Markets: If completed, the transaction would allow Starcoin to tap into the deep pools of capital available in the United States, supporting further business development and expansion.
• Strategic Validation: A successful transaction would validate Starcoin’s business model, growth strategy, and market potential, potentially unlocking significant intrinsic value.
• Blockchain and Digital Asset Synergies: Partnering with Conflux will enable Starcoin to benefit from advanced blockchain infrastructure, smart contract management, and digital asset technologies. This could enhance security, governance, and operational reliability of Starcoin’s blockchain projects and open new opportunities within the broader Conflux ecosystem.
• Potential Share Price Sensitivity: The announcement of a possible merger or acquisition with a NASDAQ-listed SPAC, especially in the high-growth area of blockchain and digital assets, is typically regarded as highly price-sensitive. If the transaction proceeds, it could result in a re-rating of Starcoin’s valuation.
• Regulatory Implications: The transaction, if materialized, may be categorized as a notifiable and connected transaction under Hong Kong Listing Rules. This means shareholders should expect further disclosures, and the transaction may require shareholder approval.

Company and Counterparty Information

• Newbridge Acquisition Limited: A US-listed blank check company (SPAC) with the purpose of effecting mergers, share exchanges, or similar business combinations.
• Conflux Foundation: A private Panamanian foundation responsible for managing smart contract keys, overseeing the functionality of smart contracts in its portfolio, and managing Conflux tokens. Conflux is represented by notable figures including Dr. Long Fan and Dr. Wu Ming (both executive directors of Starcoin).

Important Considerations for Investors

• No Certainty of Completion: The MOU is non-binding, and the transaction may not proceed. Investors are strongly advised to exercise caution until definitive agreements are signed.
• Further Announcements Expected: Starcoin will make further announcements in accordance with the Hong Kong Listing Rules as and when appropriate.
• Board Composition: The announcement includes the current Board members, highlighting a mix of executive, non-executive, and independent directors, which may be relevant for corporate governance considerations.

Conclusion

The proposed de-SPAC transaction between Starcoin, Newbridge, and Conflux represents a potentially transformative event for Starcoin Group Limited. If consummated, it would mark a major strategic shift, offering significant opportunities for growth, innovation in blockchain, and international capital market access. However, as the transaction is still subject to due diligence and definitive agreement, shareholders and potential investors should monitor developments closely and exercise caution.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. The potential transaction described herein is subject to numerous risks and uncertainties, including the completion of due diligence and the execution of definitive agreements. Investors should consult professional advisors before making any investment decisions. Neither the author nor the company accepts any liability for losses arising from reliance on this information.

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