This Annual Report on Form
10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section
21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical
are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include,
for example, statements about our:
The forward-looking statements
contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when
management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.
ITEM 1. BUSINESS
Introduction
A SPAC I Acquisition Corp.
(the “Company,” “we,” “us,” or “our”) is a newly incorporated blank check company incorporated
in the British Virgin Islands as a BVI business company for the purpose of effecting a merger, share exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses, which we refer to herein as our “initial business
combination” or “Business Combination.”
The Registration Statement
for our initial public offering was declared effective on February 14, 2022 (the “Initial Public Offering” or “IPO”).
On February 17, 2022, the Company consummated the IPO of 6,000,000 units (the “Units”). Each Unit consists of one Class A
ordinary share (“Ordinary Share”), three-fourths (3/4) of one redeemable warrant (“Warrant”), and one right (“Right”)
to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination. The Units were sold at an
offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. The Company granted the underwriters a 45-day option to purchase
up to 900,000 additional Units to cover over-allotments, if any.
Simultaneously with the closing
of the IPO, the Company consummated the private placement (“Private Placement”) with A SPAC (Holdings) Acquisition Corp.,
the Company’s sponsor, of 2,875,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant, generating
total proceeds of $2,875,000. The Private Warrants are identical to the public Warrants sold in the IPO, as set forth in the Underwriting
Agreement, except as described in the Warrant Agreement.
On February 17, 2022, a total
of $60,600,000 ($10.10 per Unit) of the net proceeds from the IPO and the Private Placement were deposited in a trust account established
for the benefit of the Company’s public shareholders (the “Trust Account”).
Subsequently, on February
25, 2022, the underwriters notified the Company their election to exercise their over-allotment option in full. The closing of the issuance
and sale of the additional Units (the “Over-Allotment Option Units”) occurred on March 1, 2022. The total aggregate issuance
by the Company of 900,000 Over-Allotment Option Units at a price of $10.00 per unit generated total gross proceeds of $9,000,000. On March
1, 2022, simultaneously with the closing and sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional
270,000 Private Warrants to the sponsor generating gross proceeds of $270,000.
The Private Warrants were
issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
On March 1, 2022, an additional
$9,090,000 ($10.10 per Unit) consisting of the net proceeds from the sale of the Over-Allotment Option Units, less the underwriter’s
discount of $0.20 per Over-Allotment Option Unit ($180,000), and the gross proceeds from the sale of the additional private warrants ($270,000)
were placed in the Trust Account, resulting in a total of $69,690,000 held in the Trust Account as of that date.
Proposed Business Combination
On February 15, 2023, the
Company entered into a merger agreement (the “Merger Agreement”) with NewGenIvf Limited, a Cayman Islands exempted company
(“NewGen”), certain shareholders of NewGen (the “Principal Shareholders”), A SPAC I Mini Acquisition Corp., a
British Virgin Islands business company (the “Purchaser”), and A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted
company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”), pursuant to which, among other things, (i) the Company
will be merged with and into the Purchaser, the separate corporate existence of the Company will cease and the Purchaser will continue
as the surviving corporation and (ii) Merger Sub will merge with and into NewGen and NewGen will continue as the surviving company under
the laws of the Cayman Islands and become a wholly owned subsidiary of the Purchaser (the “NewGen Business Combination”).
Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid to existing shareholders of NewGen is $50,000,000,
which will be paid entirely in stock, comprised of newly issued Class A ordinary shares of the Purchaser at a price of $10.00 per share.
The Merger Agreement contains
customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain
conditions as further described in the Merger Agreement.
Concurrently with the execution
of the Merger Agreement, the Company, the Purchaser, NewGen and certain shareholders of NewGen (the “Supporting Shareholders”)
entered into a voting and support agreement (the “Support Agreement”) pursuant to which such Supporting Shareholders have
agreed, among other things, to vote in favor of the NewGen Business Combination, the adoption of the Merger Agreement and any other matters
necessary or reasonably requested by the Company, the Purchaser or the Company for consummation of the NewGen Business Combination and
the other transactions contemplated by the Merger Agreement.
See the Current Report on
For 8-K filed by the Company with the SEC on February 16, 2023 for additional information.
Extension and Redemptions
On
February 13, 2023, at its Extraordinary General Meeting (the “Extension Meeting”), the Company’s shareholders approved
a proposal to amend and restate the Company’s amended and restated memorandum and articles of association (the “Charter Amendment”)
to, among other things, allow the Company to extend the date by which it has to complete a business combination up to eight (8) times
for an additional one (1) month each time from February 17, 2023 to October 17, 2023. In connection with the shareholders’ vote
at the Extension Meeting, 3,272,305 Class A ordinary shares were tendered for redemption. On February 14, 2023, following the shareholder
approval, the Company filed the Charter Amendment with the British Virgin Islands Registrar of Corporate Affairs. On February 14, 2023,
the Company made a deposit of $90,000 (the “Extension Payment”) to the Trust Account and extended the from February 17, 2023
to March 17, 2023. Following such redemptions and the deposit of the Extension Payment, the amount of funds remaining in the Trust Account
was approximately $37.3 million.
Background and Competitive Strengths
We believe the experience and network of relationships
of our management and director team will give us distinct advantages in sourcing, structuring and consummating a business combination.
We believe that our team has a diverse set of skills, including experience across business development, entrepreneurship, investment,
finance and marketing, which will provide us access to proprietary deals, assist us in identifying and evaluating a target, manage risk
and effect a successful business combination. However, none of our management and director team is obligated to remain with the company
after an acquisition transaction, and we cannot provide assurance that the resignation or retention of our current management will be
a term or condition in any agreement relating to an acquisition transaction. Moreover, despite the competitive advantages we believe we
have, we remain subject to significant competition with respect to identifying and executing an acquisition transaction.
We will seek to capitalize
on the experience and networks of the members of our management and director team: Mr. Claudius Tsang, Mr. Abuzzal Abusaeri, Mr. John
Brebeck, and Mr. Giang Nguyen Hoang. Our team consists of highly experienced professionals who have significant experience in investing
in both public and private companies. Members of our management also have extensive experience in sourcing and evaluating potential investment
opportunities as well as deal negotiation, corporate finance, business operations and management. We have developed a proprietary network
of relationships with business leaders, investors and intermediaries that we believe can generate deal flow for us. We believe that our
team has a strong and complementary set of skills which will allow us to identify a target, execute a business combination and deliver
returns for our shareholders.
Other Acquisition Considerations
We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek
to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly
renders valuation opinions or an independent accounting firm that our initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.
Unless we complete our initial
business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the
target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent
firm that commonly renders valuation opinions or from an independent accounting firm that the price we are paying for a target is fair
to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of
our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the
target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed
in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.
Members of our management
and director team may directly or indirectly own our Class A ordinary shares and/or private placement warrants and, accordingly, may have
a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial
business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular
business combination if the retention or resignation of any such officers and directors was included by a target business as a condition
to any agreement with respect to our initial business combination.
Each of our sponsors, directors
and officers presently has, and in the future any of our sponsors, directors and our officers may have additional, fiduciary or contractual
obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to
such entity. Accordingly, subject to his or her fiduciary duties under British Virgin Islands law, if any of our officers or directors
becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual
obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such
entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association
provide that, subject to his or her fiduciary duties under British Virgin Islands law, we renounce our interest in any corporate opportunity
offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would
materially undermine our ability to complete our business combination.
Our sponsor, officers and
directors are, and may become a sponsor, an officer or director of other special purpose acquisition companies with a class of securities
registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Notwithstanding that, such officers and directors
will continue to have a pre-existing fiduciary obligation to us and we will, therefore, have priority over any special purpose acquisition
companies they subsequently join.
Redemption rights for public shareholders upon
consummation of our initial business combination
We will provide our public
shareholders with the opportunity to redeem all or a portion their shares upon the consummation of our initial business combination at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes
payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust
account is initially anticipated to be $10.10 per share. Our initial shareholder has agreed to waive their right to receive liquidating
distributions if we fail to consummate our initial business combination within the requisite time period. However, if our initial shareholder
or any of our officers, directors or affiliates acquires public shares in or after the initial public offering, they will be entitled
to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination within
the required time period.
Redemption of public shares and liquidation
if no initial business combination
Our sponsor, officers and
directors have agreed that we will complete our initial business combination within 12 months from the closing of our initial public offering
(or October 17, 2023, if we decide to extend the period of time to consummate a business combination). If we are unable to consummate
our initial business combination within the time period specified in our amended and restated memorandum and articles of association,
we will, as promptly as reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit
in the trust account (net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses), pro rata to our public shareholders
by way of redemption and cease all operations except for the purposes of winding up of our affairs. This redemption of public shareholders
from the trust account shall be effected as required by function of our memorandum and articles of association and prior to any voluntary
winding up, although at all times subject to the Business Companies Act, 2004 of the British Virgin Islands, as amended (the “Companies
Act”).
Following the redemption of
public shares, we intend to enter “voluntary liquidation” which is the statutory process for formally closing and dissolving
a company under the laws of the British Virgin Islands. Given that we intend to enter voluntary liquidation following the redemption of
public shareholders from the trust account, we do not expect that the voluntary liquidation process will cause any delay to the payment
of redemption proceeds from our trust account. In connection with such a voluntary liquidation, the liquidator would give notice to creditors
inviting them to submit their claims for payment, by notifying known creditors (if any) who have not submitted claims and by placing a
public advertisement in at least one newspaper published in the British Virgin Islands newspaper and in at least one newspaper circulating
in the location where the company has its principal place of business, and taking any other steps he considers appropriate to identify
the company’s creditors, after which our remaining assets would be distributed. As soon as the affairs of the company are fully
wound-up, the liquidator must complete his statement of account and file notice with the Registrar that the liquidation is complete. We
would be dissolved once the Registrar issues a Certificate of Dissolution.
Our initial shareholder has
agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination
within the applicable period from the closing of our initial public offering.
However, if our initial shareholder,
or any of our officers, directors or affiliates acquire public shares in or after the initial public offering, they will be entitled to
redemption rights with respect to such public shares if we fail to consummate our initial business combination within the required time
period. There will be no redemption rights or liquidating distributions with respect to our private placement warrants, which will expire
worthless in the event we do not consummate our initial business combination within the required time period. We will pay the costs of
our liquidation from our remaining assets outside of the trust account or interest earned on the funds held in the trust account. However,
the liquidator may determine that he or she requires additional time to evaluate creditors’ claims (particularly if there is uncertainty
over the validity or extent of the claims of any creditors). Also, a creditor or shareholder may file a petition with the BVI court which,
if successful, may result in our liquidation being subject to the supervision of that court. Such events might delay distribution of some
or all of our remaining assets.
Additionally, in any liquidation
proceedings of the company under British Virgin Islands law, the funds held in our trust account may be included in our estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any such claims deplete the trust account
we may not be able to return to our public shareholders the liquidation amounts payable to them.
If we do not complete an
initial business combination and expend all of the net proceeds of our initial public offering, other than the proceeds deposited in
the trust account, and without taking into account interest, if any, earned on the trust account or any amount that may be deposited into the trust account to extend the date by which the Company has to complete
a business combination, the per-share redemption amount
received by shareholders upon our dissolution would be approximately $10.10. The proceeds deposited in the trust account could,
however, become subject to the claims of our creditors, which would have higher priority than the claims of our public shareholders.
The actual per-share redemption amount received by shareholders may be less than $10.10, plus interest (net of taxes payable, and
less up to $50,000 of interest to pay dissolution expenses).
Although we will seek to
have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our
public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they
would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of
fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in
order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third
party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an
analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver
if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third
party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other
consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to
execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future
as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust
account for any reason. In order to protect the amounts held in the trust account or any amount that may be deposited into the trust account to extend the date by which the Company has to complete
a business combination, our sponsor agreed that it will be liable to us,
if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with
which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.10 per share,
except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except
as to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including
liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our
sponsor will not be responsible to the extent of any liability for such third party claims. However, our sponsor may not be able to
satisfy those obligations. Other than as described above, none of our other officers or directors will indemnify us for claims by
third parties including, without limitation, claims by vendors and prospective target businesses. We have not independently verified
whether our sponsor has sufficient funds to satisfy his indemnity obligations and believe that our sponsor’s only assets are
securities of our company. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will
endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any
right, title, interest or claim of any kind in or to monies held in the trust account.
If we are deemed insolvent
for the purposes of the Insolvency Act, 2003 of the British Virgin Islands, as amended (the “Insolvency Act”) (i.e. (i) we
fail to comply with the requirements of a statutory demand that has not been set aside under section 157 of the Insolvency Act; (ii) execution
or other process issued on a judgment, decree or order of a British Virgin Islands Court in favor of a creditor of the company is returned
wholly or partly unsatisfied; or (iii) either the value of the company’s liabilities exceeds its assets, or the company is unable
to pay its debts as they fall due), then there are very limited circumstances where prior payments made to shareholders or other parties
may be deemed to be a “voidable transaction” for the purposes of the Insolvency Act. A voidable transaction would include,
for these purposes, payments made as “unfair preferences” or “transactions at an undervalue”. A liquidator appointed
over an insolvent company who considers that a particular transaction or payment is a voidable transaction under the Insolvency Act could
apply to the British Virgin Islands Courts for an order setting aside that payment or transaction in whole or in part.
Additionally, if we enter
insolvent liquidation under the Insolvency Act, the funds held in our trust account will likely be included in our estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the trust
account you may not be able to return to our public shareholders the liquidation amounts due them.
Our public shareholders will
be entitled to receive funds from the trust account only (i) in the event of a redemption of the public shares prior to any winding up
in the event we do not consummate our initial business combination within 12 months of the closing of the offering (or October 17, 2023,
if we decide to extend the period of time to consummate a business combination), (ii) if they redeem their shares in connection with an
initial business combination that we consummate or (iii) if they redeem their shares in connection with a shareholder vote to amend our
amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of
our public shares if we do not complete our initial business combination within the time period specified in our amended and restated
memorandum and articles of association, or (B) with respect to any other provision relating to shareholders’ rights or pre-business
combination activity. In no other circumstances shall a shareholder have any right or interest of any kind to or in the trust account.
In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection
with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share
of the trust account. Such shareholder must have also exercised its redemption rights described above.
Competition
In identifying, evaluating
and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours.
Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or
through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources
will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous potential target
businesses that we could complete a business combination with utilizing the net proceeds of the initial public offering, our ability to
compete in completing a business combination with certain sizable target businesses may be limited by our available financial resources.
Furthermore, the requirement that, so long as our securities are listed on Nasdaq, we acquire a target business or businesses having a
fair market value equal to at least 80% of the value of the trust account (less deferred underwriting discounts and any taxes payable
on interest earned and less any interest earned thereon that is released to us for taxes) at the time of the agreement to enter into the
business combination, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights, and
our outstanding private placement warrants and the potential future dilution they represent, may not be viewed favorably by certain target
businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination.
Conflicts of Interest
Each of our officers and directors
presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other
entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly,
subject to his or her fiduciary duties under British Virgin Islands law, if any of our officers or directors becomes aware of an acquisition
opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need
to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to
us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, subject to his
or her fiduciary duties under British Virgin Islands law, we renounce our interest in any corporate opportunity offered to any officer
or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our
company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to
pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially
undermine our ability to complete our business combination.
Emerging Growth Company Status and Other Information
We are an emerging growth
company as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (which we refer to herein as the JOBS Act). As such, we are eligible to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but
not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002,
or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any
golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less
active trading market for our securities and the prices of our securities may be more volatile.
Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition
period which means that when a standard is issued or revised, and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the IPO, (b)
in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our shares of common stock that are held by non-affiliates exceeds $700 million as of the prior June 30,
and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three year period.
Employees
We currently have one officer.
This individual is not obligated to devote any specific number of hours to our matters but he intends to devote as much of his time as
he deems necessary to our affairs until we have completed our initial business combination. The amount of time he will devote in any time
period will vary based on whether a target business has been selected for our initial business combination and the stage of the business
combination process we are in. We do not intend to have any full time employees prior to the consummation of our initial business combination.
ITEM 1A. RISK FACTORS
As a smaller reporting company,
we are not required to make disclosures under this Item.
Our independent
registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability
continue as a “going concern.”
As of December 31, 2022, the
Company had cash of $54,719 and a working capital of $9,721. Further, we have incurred and expect to continue to incur significant costs
as a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses in connection with our initial
business combination activities. Management’s plans to address any need for additional capital are discussed in “Part II,
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you that
any efforts to raise capital (if required) or to consummate an initial business combination will be successful. These factors, among others,
raise substantial doubt about our ability to continue as a going concern. The consolidated financial statement contained elsewhere in
this Form 10-K do not include any adjustments that might result from our inability to continue as a going concern.
If we were considered to be a “foreign
person,” we might not be able to complete an initial business combination with a U.S. target company if such initial business combination
is subject to U.S. foreign investment regulations or review by a U.S. government entity, such as the Committee on Foreign Investment in
the United States (“CFIUS”).
Our sponsor is controlled
by or has substantial ties with non-U.S. persons domiciled outside the U.S. Acquisitions and investments by non-U.S. persons in certain
U.S. businesses may be subject to rules or regulations that limit foreign ownership. CFIUS is an interagency committee authorized to review
certain transactions involving investments by foreign persons in U.S. businesses that have a nexus to critical technologies, critical
infrastructure and/or sensitive personal data in order to determine the effect of such transactions on the national security of the U.S.
Were we considered to be a “foreign person” under such rules and regulations, any proposed business combination between us
and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions,
CFIUS review and/or mandatory filings.
If our potential initial business
combination with a U.S. business falls within the scope of foreign ownership restrictions, we may not be able to consummate an initial
business combination with such business. In addition, if our potential business combination falls within CFIUS’s jurisdiction, we
may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business
combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide
to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial
business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first
obtaining CFIUS clearance. The potential limitations and risks may limit the attractiveness of a transaction with us or prevent us from
pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders.
As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely
affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.
Moreover, the process of government
review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination,
our failure to obtain any required approvals within the requisite time-period may require us to liquidate. If we liquidate, our public
shareholders may only receive their pro rata share of amounts held in the Trust Account, and our warrants will expire worthless. This
will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your
investment through any price appreciation in the combined company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
We currently maintain our
executive offices at Level 39, Marina Bay Financial Centre, Tower 2, 10 Marina Boulevard, Singapore 018983. We consider our current office
space adequate for our current operations.
ITEM 3. LEGAL PROCEEDINGS
We may be subject to legal
proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any
material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim,
or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition
or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
part
II
Item 10. Directors, Executive Officers and
Corporate Governance.
The following table sets forth information about
our directors and executive officers:
| Name | |
Age | | |
Position |
| Claudius Tsang | |
| 46 | | |
Chief Executive Officer, Chief Financial Officer and Chairman |
| Abuzzal Abusaeri | |
| 48 | | |
Independent Director |
| Giang Nguyen Hoang | |
| 36 | | |
Independent Director |
| John Brebeck | |
| 58 | | |
Independent Director |
Below is a summary of the business experience
of each our executive officers and directors:
Mr. Claudius
Tsang has served as our Chief Executive Officer since April 2021 and Chairman and Chief Financial Officer since July 2021. Mr.
Tsang has over 20 years of experience in capital markets, with a strong track record of success in private equity, M&A
transactions, and PIPE investments. Mr. Tsang was the Co-head of Private Equity (North Asia) at Templeton Asset Management Limited
and a Partner of Templeton Private Equity Partners, a leading global emerging markets private equity firm that is part of Franklin
Templeton Investments. Since 2022, Mr. Tsang has been the non-executive director of Unity
Group Holdings International Limited (SEHK:1539), a publicly listed investment company engages in the leasing and trading of energy saving
products in Hong Kong. During his 15-year career at Templeton, Mr. Tsang served in various positions, including Partner, Senior
Executive Director, and Vice President. Mr. Tsang was responsible for the overall investment, management, and operations activities
of Templeton Private Equity Partners in North Asia. His role encompassed overseeing the analysis and evaluation of opportunities for
strategic equity investments in Asia. During his tenure, Mr. Tsang managed $1 billion in private equity funds, with approximately 50
portfolio companies. He was also involved in the management of a $3 billion fund, which was the largest Central Eastern European
listed closed-end fund at the time of IPO in London. From July 2007 to June 2008, Mr. Tsang joined Lehman Brothers, where he managed
private equity projects in Hong Kong, China, Taiwan and the United States. At Lehman Brothers, Mr. Tsang managed $500 million
proprietary funds. Mr. Tsang served as the Chief Executive Officer and Chairman of Model Performance Acquisition Corp., from March
2021 and July 2021 respectively, until it closed its business combination with MultiMetaVerse Inc. in January 2023. Since November
2022, he has served as the Chief Executive Officer, Chairman and Director of A Paradigm Acquisition Corp., and as the Chief
Investment Officer of JVSPAC Acquisition Corp. since April 2021. He has served as
the Chief Financial Officer of A SPAC II Acquisition Corp since July 2021 and as the Director and Chief Executive Officer of A SPAC
(HK) Acquisition Corp since February 2022 and March 2022, respectively. Mr. Tsang served as a director of the CFA Society of
Hong Kong from 2013 to 2021. Mr. Tsang obtained a Master of Business Administration from the University of Chicago Booth School of
Business in 2017, a bachelor’s degree in law from Tsinghua University in 2005, and a bachelor’s degree in engineering
from the Chinese University of Hong Kong in 1998. Mr. Tsang is also a CFA charter holder.
Mr. Abuzzal
Abusaeri has served as our director since February 2022. Mr. Abusaeri has almost two decades of experience in mergers and acquisitions, growth strategy
formulation and capital market transactions across a range of portfolio companies in diverse industries. Since 2016, Mr. Abusaeri
has been the Head of Corporate Finance with a focus on Mergers and Acquisitions for Global Mediacom, a leading media and
entertainment group in Indonesia. During his tenure, Mr. Abusaeri manages sell-side and buy-side M&A investments of the company,
advises investments within the venture capital space and leads issuance of bonds. His experience entails acquisitions and strategic
investments in a number of media and technology companies in emerging markets. From 2009 to 2016, Mr. Abusaeri served as the Vice
President of Corporate Finance for Fairways Investment Group, an Indonesian based investment holding company focusing on consumer
related companies. Mr. Abusaeri was responsible for managing portfolio companies which included acting as Chief Financial Officer
and leading the development of a consumer lending startup, and overseeing the growth strategy and execution of an Indonesian
healthcare company. From 2007 to 2009, Mr. Abusaeri served as the Senior Assistant Vice President for Bank Danamon, one of the
largest bank of Indonesia with approximately IDR200 trillion asset size in 2020. From 2005 to 2007, Mr. Abusaeri served as the
Assistant Vice President for Bank Lippo, currently Bank CIMB Niaga. During his tenure, Mr. Abusaeri led the bank’s business
and economic research unit where he conducted a number of research within Indonesia’s consumer and corporate banking industry.
From 2004 to 2005, Mr. Abusaeri served as the Research Analyst for McKinsey and Co, where he was part of the firm’s financial
institution group practice and part of the team that advised a number of large Indonesian banks. From 2003 to 2004, Mr. Abusaeri
served as the Research Analyst for DBS Vickers Securities, a securities and derivatives brokerage firm with international Asian
focus in Hong Kong, Indonesia, Thailand, Malaysia, the United States and the United Kingdom. Mr. Abusaeri obtained his Master of
Business Administration from the University of Chicago Booth School of Business in 2018, Master of Science in Investment Management
from Bayes Business School, University of London in 2002, and bachelor degree of Economics from the Trisakti University in 1998.
Mr. Giang Nguyen
Hoang has served as our director since February 2022. Mr. Giang has over 13 years of experience in capital market, business
management, strategic management, entrepreneurship, and risk management. Since 2020, Mr. Giang has served as the Chairman for DNSE
Securities JSC, a stock trading and brokerage firm in Vietnam. Since 2018, Mr. Giang has served as the Chairman and Chief Executive
Officer for Encapital Fintech JSC, a fintech company in Vietnam providing financial technology solutions for investors in Vietnam.
During his tenure, Mr. Giang was responsible for setting the vision, direction and strategy for the organization and was responsible
for overseeing the growth and expansion of the business. Mr. Giang also serves as a board member of numerous organizations,
including TNG Investment and Trading JSC (HNX:TNG), a publicly listed garment manufacturing company in Vietnam (since 2021), and
Southern Gas Trading Joint Stock Company (since 2019). From 2008 to 2018, Mr. Giang was a 10-year veteran of VNDIRECT Securities
Corporation, a publicly listed brokerage firm in Vietnam, focusing on individual investors through a proprietary online trading
platform, where he held various positions including Chief Executive Officer, Risk Management Manager, Manager, and Business Analyst
for Research and Development Department. During his tenure, Mr. Giang oversaw the company’s business strategy, operations and
compliance matters. Mr. Giang obtained his Master of Business Administration from the University of Chicago Booth School of
Business, and his Bachelor of Science and Computer Engineering from University of Nebraska.
Mr. John
Brebeck has served as our director since February 2022. He has over 25 years of experience in corporate management, capital
market, strategic development, and business operations. Since 2021, Mr. Brebeck has served as the Vice President of Investor
Relations for Glass House Brands, a vertically-integrated producer of premium sun-grown cannabis, with
a dedicated focus on the California market and building leading, lasting brands to serve consumers across all segments. From
2018 to 2021, Mr. Brebeck served as the Senior Advisor to Quantum International Corp., a research-based capital market solution
provider specializing in long-term shareholder value creation, AGM management, capital market and corporate financial solutions.
From 2008 to 2022, he also served as the External Director for Dalton Greater China Fund, an equity fund that targeted companies
benefiting from China’s growth and that sought to capitalize on inefficiencies in the China equity markets. From 2014 to 2021,
Mr. Brebeck served as a board member for Hydroionic Envirotec Company Limited, a technology company working towards zero heavy metal
emissions and focusing heavy metal recycling. From 2014 to 2018, Mr. Brebeck served as the Managing Director for Peace Field
Limited, a Hong Kong based professional service provider that offers financial, strategic, and operational advisory services for
mid-market companies. Prior to 2014, Mr. Brebeck served in numerous positions, including as President of Yuanta Investment
Consulting, a wholly-owned subsidiary of Yuanta Financial Holdings, a leading domestic broker in Taiwan, and as research head for
The Dalton Greater China Fund and JP Morgan Securities in Taiwan. Mr. Brebeck is a Chartered Financial Analyst. He obtained his
Master of Business Administration degree from The University of Chicago Booth School of Business and his Bachelor of Arts in China
Regional Studies from Georgetown University.
Number, Terms of Office and Election of Officers and Directors
Our Board of Directors consists
of four members. The holder of our outstanding Class B ordinary share will have the right to elect all of our directors prior to consummation
of our initial business combination and holders of our Class A ordinary shares, including the public shares, will not have the right to
vote on the election of directors during such time. These provisions of our amended and restated memorandum and articles of association
may only be amended by a resolution passed by holders of at least a majority of our ordinary shares who are eligible to vote and attend
and vote in a general meeting our shareholders. Each of our directors will hold office for a two-year term. Subject to any other special
rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote of a majority of
the directors present and voting at the meeting of our board or by the holder of our outstanding Class B ordinary share.
Our officers are elected by
the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors
is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems
appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, Chief
Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices
as may be determined by the Board of Directors.
Director Independence
The Nasdaq listing standards
require that a majority of our Board of Directors be independent. An “independent director” is defined generally as a person
who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that
has a relationship with the company). Our board has determined that each of Mr. Abuzzal Abusaeri, Mr. Giang Nguyen Hoang and Mr. John
Brebeck are independent directors under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings
at which only independent directors are present.
Board Committees
Our Board of Directors has
three standing committees: an audit committee, a compensation committee and a nominating committee. Each committee operates under a charter,
in the form previously filed with the SEC as exhibits to the Company’s Registration Statement on Form S-1, as amended, adopted
in connection with the consummation of the IPO, and has the composition and responsibilities described below. Subject to phase-in rules
and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised
solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent
directors.
Audit Committee
We have established an audit
committee of the Board of Directors. The members of our audit committee are Abuzzal Abusaeri, Giang Nguyen Hoang and John Brebeck. Mr.
Abusaeri serves as chairperson of the audit committee.
Each member of the audit committee
is financially literate and our Board of Directors has determined that Mr. Abusaeri qualifies as an “audit committee financial expert”
as defined in applicable SEC rules.
We have adopted an audit committee
charter, which details the principal functions of the audit committee, including:
| ● | the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors
and any other independent registered public accounting firm engaged by us; |
| ● | pre-approving all audit and non-audit services to be provided by the independent auditors or any other
registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
| ● | reviewing and discussing with the independent auditors all relationships the auditors have with us in
order to evaluate their continued independence; |
| ● | setting clear hiring policies for employees or former employees of the independent auditors; |
| ● | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
| ● | obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the
independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control
review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the
preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
| ● | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of
Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
| ● | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal,
regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published
reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting
standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
Compensation Committee
We have established a compensation
committee of the Board of Directors. The members of our Compensation Committee are Abuzzal Abusaeri, Giang Nguyen Hoang and John Brebeck.
Mr. Abusaeri serves as chairperson of the compensation committee. We have adopted a compensation committee charter, which details the
principal functions of the compensation committee, including:
| ● | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive
Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining
and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; |
| ● | reviewing and approving the compensation of all of our other officers; |
| ● | reviewing our executive compensation policies and plans; |
| ● | implementing and administering our incentive compensation equity-based remuneration plans; |
| ● | assisting management in complying with our proxy statement and annual report disclosure requirements; |
| ● | approving all special perquisites, special cash payments and other special compensation and benefit arrangements
for our officers and employees; |
| ● | producing a report on executive compensation to be included in our annual proxy statement; and |
| ● | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
The charter provides that
the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other
adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before
engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will
consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Nominating Committee
We have established a nominating committee of the
Board of Directors, which consists of Abuzzal Abusaeri, Giang Nguyen Hoang and John Brebeck, each of whom is an independent director under
the Nasdaq listing standards. Mr. Abusaeri will serves as chairperson of the nominating committee. The nominating committee is responsible
for overseeing the selection of persons to be nominated to serve on our Board of Directors. The nominating committee considers persons
identified by its members, management, shareholders, investment bankers and others.
Guidelines for Selecting Director Nominees
The guidelines for selecting nominees, which are
specified in the nominating committee charter, generally provide that persons to be nominated:
| ● | should have demonstrated notable or significant achievements in business, education or public service; |
| ● | should possess the requisite intelligence, education and experience to make a significant contribution to the Board of Directors and
bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
| ● | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the
shareholders. |
The nominating committee will
consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in
evaluating a person’s candidacy for membership on the Board of Directors. The nominating committee may require certain skills or
attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider
the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not
distinguish among nominees recommended by shareholders and other persons.
Conflicts of Interest
Under British Virgin Islands law, directors and
officers owe the following fiduciary duties:
| ● | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
| ● | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
| ● | directors should not improperly fetter the exercise of future discretion; |
| ● | duty to exercise powers fairly as between different classes of shareholders; |
| ● | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;
and |
| ● | duty to exercise independent judgment. |
In addition to the above, directors also owe a
duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having
both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried
out by that director in relation to the company and the general knowledge skill and experience which that director has.
As set out above, directors
have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit
as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized
in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted
in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.
Each of our directors and
officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity.
Accordingly, subject to his or her fiduciary duties under British Virgin Islands law, if any of our officers or directors becomes aware
of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,
he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and
only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide
that, subject to his or her fiduciary duties under British Virgin Islands law, we renounce our interest in any corporate opportunity offered
to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or
officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would
materially undermine our ability to complete our business combination.
In addition, our sponsor,
officers and directors are now, and may in the future, sponsor or participate in the formation of, or become an officer or director of,
any other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period
in which we are seeking an initial business combination. Any such companies, businesses or investments, may present additional conflicts
of interest in determining to which entity a particular business opportunity should be presented, in pursuing an initial business target
and in allocating their time to devote to our affairs. In particular, our officers and directors, and affiliates of our officers and directors,
are currently sponsoring other blank check companies, and may look for an acquisition target in any location, has a window in which it
may complete its initial business combination that overlaps the corresponding window we have. However, we do not believe that any such
potential conflicts would materially affect our ability to complete our initial business combination, because our management and director
team has experience in identifying and executing multiple acquisition opportunities simultaneously. Potential investors should also be
aware of the following other potential conflicts of interest:
| ● | None of our officers or directors is required to commit his or her full time to our affairs and, accordingly,
may have conflicts of interest in allocating his or her time among various business activities. |
| ● | In the course of their other business activities, our officers and directors may become aware of investment
and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated.
Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
| ● | Our sponsor, officers and directors have agreed to waive their redemption rights with respect to their
founder shares and public shares in connection with the consummation of our initial business combination. Additionally, our sponsor, officers
and directors have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business
combination within 12 months after the closing of the initial public offering (or October 17, 2023, if we extend the period of time to
consummate a business combination). If we do not complete our initial business combination within such applicable time period, the proceeds
of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares and warrants
and rights will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable
by our sponsor until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which
we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination
that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding
the foregoing, if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits,
share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing after our initial business combination, the founder shares will be released from the lock-up. With
certain limited exceptions, the private placement warrants will not be transferable, assignable or salable by our sponsor. Since our sponsor
and officers and directors may directly or indirectly own ordinary shares, warrants and rights, our officers and directors may have a
conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial
business combination. |
| ● | Our officers and directors may have a conflict of interest with respect to evaluating a particular business
combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any
agreement with respect to our initial business combination. |
The conflicts described above
may not be resolved in our favor.
We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek
to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion
from an independent investment banking firm or another independent firm that commonly renders valuation opinions or an independent accounting
firm, that such an initial business combination is fair to our company from a financial point of view.
In the event that we submit
our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed, pursuant to the
terms of a letter agreement entered into with us, to vote any founder shares held by them (and their permitted transferees will agree)
and any public shares purchased during or after the offering in favor of our initial business combination, to the extent permitted by
law.
Accordingly,
as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business
opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our officers
and directors currently have fiduciary duties or contractual obligations:
| Individual |
|
Entity |
|
Entity’s Business |
|
Affiliation |
| Claudius Tsang |
|
A Paradigm Acquisition Corp. |
|
SPAC |
|
Chief Executive Officer, Chairman and Director |
| |
|
Female Entrepreneurs Worldwide |
|
Internet Community |
|
Advisor |
| |
|
ACH |
|
Financial Services |
|
Investment Director |
| |
|
Beijing ReeChain Technology Limited |
|
Blockchain |
|
Director |
| |
|
JVSakk Asset Management Limited |
|
Finance |
|
Partner |
| |
|
JVSPAC Acquisition Corp. |
|
SPAC |
|
Chief Investment Officer |
| |
|
A SPAC II Acquisition Corp. |
|
SPAC |
|
Chief Financial Officer |
| |
|
A SPAC (HK) Acquisition Corp
Unity Group Holdings International Limited.
|
|
SPAC
Investment
|
|
Chief Executive Officer, Executive Director
Non-executive director
|
| Abuzzal Abusaeri |
|
Global Mediacom |
|
Media and entertainment |
|
Head of Corporate Finance |
| |
|
Fairways Capital |
|
Investment |
|
VP Corporate Finance & Strategy |
| |
|
Bank Danamon |
|
Financial Services |
|
Sr AVP Strategic Planning |
| |
|
Bank Lippo |
|
Financial Services |
|
AVP |
| |
|
McKinsey & Co |
|
Management Consulting |
|
Research Analyst |
| |
|
DBS Vickers |
|
Equity Brokerage |
|
Research Analyst |
| Giang Nguyen Hoang |
|
DNSE Securities Joint Stock Company |
|
Securities trading |
|
Chairman |
| |
|
Encapital Financial Technology Joint Stock Company |
|
Fintech software |
|
Founder Chairman & CEO |
| |
|
Encapital Holdings Joint Stock Company |
|
Investment |
|
Founder, Chairman & CEO |
| |
|
Eagle Partner Advisory Joint Stock Company |
|
Investment advisory |
|
CEO |
| |
|
Southern Gas Trading Joint Stock Company |
|
Gas trading |
|
Member of BOD |
| |
|
TNG Investment and Trading Joint Stock Company |
|
Textile |
|
Member of BOD |
| |
|
Enpay Payment Joint Stock Company |
|
Payment Medetiary |
|
Chairman |
| John Brebeck |
|
Glass House Brands |
|
Consumer Packaged Goods |
|
Vice President, Shareholder |
| |
|
Hydroionic Technologies |
|
Metal Reycling |
|
Shareholder |
| |
|
Northwest Biotherapeutics (NWBO) |
|
Biotechnology |
|
Shareholder |
| |
|
|
|
|
|
|
| |
|
Gogolook |
|
Application Software |
|
Shareholder |
| |
|
eCloud Valley (6689.TW) |
|
Cloud Services Provider |
|
Shareholder |
| |
|
Grassdoor |
|
Delivery Service |
|
Shareholder |
| |
|
Bayshore Hospitality |
|
Hospitality |
|
Shareholder |
| |
|
Healthy Pecan Farms |
|
Pecan grower |
|
Shareholder |
| |
|
Polarean Imaging PLC (POLX.L) |
|
Medical Imaging |
|
Shareholder |
| |
|
Remotek (3391.TW) |
|
Telecom Power |
|
Shareholder |
Code of Ethics
We adopted a code of conduct
and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics
codifies the business and ethical principles that govern all aspects of our business.
Limitation on Liability and Indemnification of Officers and Directors
BVI law does not limit the
extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent
any provision providing indemnification may be held by the BVI courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. Under our memorandum and articles of association, we indemnify against
all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection
with legal, administrative or investigative proceedings for any person who:
| ● | is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings,
whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was our director; or |
| ● | is or was, at our request, serving as a director or officer of, or in any other capacity is or was acting
for, another body corporate or a partnership, joint venture, trust or other enterprise. |
These indemnities only apply
if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person
had no reasonable cause to believe that his conduct was unlawful.
This standard of conduct is
generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing
provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more
than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of our shares of common stock and other equity securities. These executive officers, directors, and
greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting
persons.
Based solely on our review
of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable
to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.
Item 11. Executive Compensation.
Employment Agreements
We have not entered into any
employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.
Executive Officers and Director Compensation
No executive officer has received
any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will
be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services
they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the
reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement,
or a court of competent jurisdiction if such reimbursement is challenged.
Compensation Committee Interlocks and Insider Participation
None of our officers currently
serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving
on our board of directors.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
The following table sets forth
as of March 1, 2023 the number of Class A ordinary shares beneficially owned by (i) each person who is known by us to be the beneficial
owner of more than five percent of our issued and outstanding ordinary shares, (ii) each of our officers and directors and (iii) all of
our officers and directors as a group. As of March 1, 2023, we had 5,421,695 ordinary shares issued and outstanding. Unless otherwise
indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially
owned by them.
Ordinary shares which an individual
or group has a right to acquire within 60 days pursuant to the exercise or conversion of options, warrants or other similar convertible
or derivative securities are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or
group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the
table.
| Name and Address of Beneficial Owner(1) | |
Number of
Ordinary Shares
Beneficially
Owned(2) | | |
Approximate
Percentage of
Outstanding
Ordinary
Shares | |
| Claudius Tsang(3) | |
| 1,725,000 | | |
| 31.8 | % |
| Abuzzal Abusaeri | |
| — | | |
| — | |
| Giang Nguyen Hoang | |
| — | | |
| — | |
| John Brebeck | |
| | | |
| | |
| All executive officers and directors as a group (4 individuals) | |
| 1,725,000 | | |
| 31.8 | % |
| | |
| | | |
| | |
| A SPAC (Holdings) Acquisition Corp. | |
| 1,725,000 | | |
| 31.8 | % |
| Shaolin Capital Management LLC (4) | |
| 400,033 | | |
| 7.4 | % |
| Polar Asset Management Partners Inc. (5) | |
| 655,600 | | |
| 12.0 | % |
| Glazer Capital, LLC(6) | |
| 649,925 | | |
| 12.0 | % |
| MMCAP International Inc. SPC(7) | |
| 500,000 | | |
| 9.2 | % |
| Karpus Investment Management(8) | |
| 497,850 | | |
| 9.2 | % |
| (1) |
Unless otherwise noted, the business address of each of the following entities or individuals is Level 39, Marina Bay Financial Centre, Tower 2, 10 Marina Boulevard, Singapore 018983. |
| (2) |
Excludes shares issuable pursuant to warrants and rights issued in connection with the IPO, as such warrants and rights are not exercisable or convertible, as the case may be, until after the consummation of the Company’s initial business combination. |
| (3) |
Consists of shares owned by A SPAC (Holdings) Acquisition Corp., over which Mr. Claudius Tsang has voting and dispositive power. A SPAC (Holdings) Acquisition Corp. also owns one Class B ordinary share. |
| (4) |
Based on a Schedule 13G filed by the reporting person. The address for the reporting person is 230 NW 24th Street, Suite 603, Miami, FL 33127. |
| (5) |
Based on a Schedule 13G filed by the reporting person. The address for the reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6. |
| (6) |
Based on a Schedule 13G filed by the reporting person. The address for the reporting person is 250 West 55th Street, Suite 30A, New York, New York 10019. |
| (7) |
Based on a Schedule 13G jointly filed by MMCAP International Inc. SPC and MM Asset Management Inc. The addresses for the reporting persons are c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands and 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, ON M5J 2S1 Canada, respectively. |
| (8) |
Based on a Schedule 13G filed by the reporting person. The address for the reporting person is 183 Sully’s Trail, Pittsford, New York 14534. |
Transfers of Founder Shares and Private Warrants
The founder shares, and private
warrants, and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant
to lock-up provisions in a letter agreement with us to be entered into by our sponsor, officers and directors. Those lock-up provisions
provide that such securities are not transferable or salable (i) in the case of the founder shares, until the earlier of (A) six months
after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price
of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances,
subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after
our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a
liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right
to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the private placement warrants
at any time, except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors,
any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual’s
immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such
person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of
the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the event of our liquidation
prior to our completion of our initial business combination; or (f) by virtue of the laws of the British Virgin Islands or our sponsor’s
operating agreement upon dissolution of our sponsor; provided, however, that in the case of clauses (a) through (e) or (f) these permitted
transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered
into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions).
Registration Rights
The holders of the founder
shares, private warrants, shares being issued to the underwriters of the initial public offering, and warrants that may be issued on conversion
of working capital loans (and in each case holders of their component securities, as applicable) are entitled to registration rights pursuant
to a registration rights agreement requiring us to register such securities for resale (in the case of the founder shares, only after
conversion to our Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short
form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with
respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to
register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides
that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable
lock-up period, which occurs (i) in the case of the founder shares, on the earlier of (A) six months after the completion of our initial
business combination or (B) subsequent to our initial business combination, (x) if the last sale price of Class A ordinary shares equals
or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, or (y) the date
following the completion of our initial business combination on which we complete a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares
for cash, securities or other property, and (ii) in the case of the private placement warrants, including the component securities therein,
30 days after the completion of our initial business combination. Notwithstanding the above, the shares to be issued to the underwriters
in the initial public offering will be further subject to the limitations on registration requirements imposed by FINRA Rule 5110(g)(8).
We will bear the expenses incurred in connection with the filing of any such registration statements.
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
On June 7, 2021, we issued
2,875,000 Class B ordinary shares to our sponsor for an aggregate purchase price of $25,000 or approximately $0.01 per share. On July
19, 2021, 2,874,999 Class B ordinary shares were repurchased and cancelled at an aggregate repurchase price of $25,000 or approximately
$0.01 per share, resulting in one Class B ordinary share in issue after the repurchase. On the same day, we issued 2,300,000 Class A ordinary
shares to our sponsor for an aggregate purchase price of $25,000, or approximately $0.01 per share. Subsequently, on January 14, 2022,
our sponsor surrendered for no consideration and we canceled 575,000 of such Class A ordinary shares, resulting in 1,725,000 Class A ordinary
shares remaining outstanding.
Simultaneously with the closing
of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor of 2,875,000 warrants (the
“Private Warrants”) at a price of $1.00 per Private Warrant, generating total proceeds of $2,875,000. On March 1, 2022, simultaneously
with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 270,000 Private Warrants to
the sponsor generating gross proceeds of $270,000. Each private placement warrant is identical to the warrants sold in the IPO, except
with respect to certain registration rights and transfer restrictions. There will be no redemption rights or liquidating distributions
from the trust account with respect to the founder shares or private placement warrants. The warrants will expire worthless if we do not
consummate a business combination within the time period specified in our amended and restated memorandum and articles of association.
On January 27, 2023, the Company
issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the ” Second Note”) to A SPAC (Holdings)
Acquisition Corp., the Company’s sponsor. Pursuant to the Second Note, the Sponsor agreed to loan to the Company an aggregate amount
up to $500,000 payable promptly after the date on which the Company consummates a business combination. In the event that the Company
does not consummate a business combination, the Second Note will be terminated. The Second Note is convertible into warrants having the
same terms and conditions as the public warrants, at the price of $1.00 per warrant at the option of the Sponsor. The Second Note does
not bear interest.
As more fully discussed above,
if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any
entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination
opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under
British Virgin Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that
may take priority over their duties to us.
Other than the foregoing,
no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a
loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection
with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction
that it is). However, our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers,
directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no
cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
In addition, in order to finance
transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of
our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination,
we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working
capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.
Up to $1,150,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants
would be identical to the private placement warrants issued to the initial holders, including as to exercise price, exercisability and
exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist
with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do
not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in
our trust account.
After our initial business
combination, members of our management who remain with us may be paid consulting, management or other fees from the combined company with
any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials,
as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution
of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable,
as it will be up to the directors of the post-combination business to determine executive and director compensation.
We have entered into a registration
rights agreement with respect to the founder shares, private placement warrants, and warrants that may be issued on conversion of working
capital loans (and in each case holders of their component securities, as applicable), which is described under the heading “Registration
Rights.”
Related Party Policy
We have adopted a code of
ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our Board
of Directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics,
conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee
of indebtedness) involving the company. The code of ethics is filed as an exhibit to the registration statement of which our IPO prospectus
is a part.
In addition, our audit committee,
pursuant to a written charter that we have adopted, will be responsible for reviewing and approving related party transactions to the
extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting
at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire
audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee
will be required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’
and officers’ questionnaire that elicits information about related party transactions.
These procedures are intended
to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the
part of a director, employee or officer.
To further minimize conflicts
of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor,
officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking
firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent
accounting firm, that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s
fees, reimbursements or cash payments will be made to our sponsor, officers or directors, or our or their affiliates, for services rendered
to us prior to or in connection with the completion of our initial business combination. However, the following payments will be made
to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of the initial public
offering held in the trust account prior to the completion of our initial business combination:
| ● | Repayment of up to an aggregate of up to $500,000 in loans made to us by our sponsor for working capital
purposes; |
| ● | Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial
business combination; and |
| ● | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers
and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been
determined nor have any written agreements been executed with respect thereto. Up to $1,150,000 of such loans may be convertible into
warrants, at a price of $1.00 per warrant at the option of the lender; |
Our audit committee will review
on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.
Director Independence
Nasdaq listing standards require that a majority
of our board of directors be independent. For a description of the director independence, see above Part III, Item 10 - Directors, Executive
Officers and Corporate Governance.
Item 14. Principal
Accountant Fees and Services.
On March 10, 2022, the
Company dismissed Bernstein & Pinchuk LLP as its independent registered public accounting firm and engaged Marcum Bernstein
& Pinchuk LLP as its independent registered public accounting firm. Marcum Bernstein & Pinchuk LLP changed its name to
Marcum Asia CPAs LLP (“Marcum Asia”) on September 7, 2022. The engagement of Marcum
Asia was approved by the Audit Committee of the Company’s Board of Directors. During the period from March 10, 2022
through December 31, 2022, Marcum Asia has acted as our principal independent registered public accounting firm. The following is a
summary of fees paid or to be paid to both firms for services rendered.
Audit Fees. Audit fees
consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally
provided by Bernstein & Pinchuk LLP in connection with regulatory filings. The aggregate fees billed by Bernstein & Pinchuk LLP
totaled $65,790 for the period from April 29, 2021 (inception) through December 31, 2021 and $26,135 from January 1, 2022 through March
10, 2022. The aggregate fees billed by Marcum Asia since its engagement on March 10, 2022 totaled $108,150 for professional services rendered
for the audit of our annual financial statements and review of the financial information included in our regulatory filings.
Audit-Related Fees.
Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or
review of our financial statements and are not reported under “Audit Fees.” During the period from April 29, 2021 (inception)
through December 31, 2021 and for the year ended December 31, 2022, we did not pay Bernstein & Pinchuk LLP or Marcum Asia any audit-related
fees.
Tax Fees. We did not pay
Bernstein & Pinchuk LLP or Marcum Asia for tax compliance, tax planning and tax advice for the period from April 29, 2021 (inception)
through December 31, 2021 and for the year ended December 31, 2022.
All Other Fees. We did
not pay Bernstein & Pinchuk LLP or Marcum Asia for any other fees for the period from April 29, 2021 (inception) through December
31, 2021 and the year ended December 31, 2022.
Pre-Approval Policy
Our audit committee was formed
upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services,
although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation
of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted
non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions
for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
part
IV
The accompanying notes are an integral part of
these financial statements.
The accompanying notes are an integral part of
these financial statements.
The accompanying notes are an integral part of
these financial statements.
The accompanying notes are an integral part of
these financial statements.
NOTES TO FINANCIAL STATEMENT
Note 1 – Description of Organization and Business
Operation
A SPAC I Acquisition Corp. (the “Company”)
was incorporated in the British Virgin Islands on April 29, 2021. The Company was incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business
Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination,
the Company intends to focus its search on the technology, media and telecom industries with a focus in the United States and/or Asia
(excluding China).
As of December 31, 2022, the Company had not commenced
any operations. All activities for the period from April 29, 2021 (inception) through December 31, 2022, were related to the Company’s
formation and the initial public offering (“IPO”) described below and, subsequent to the IPO, identifying a target company
for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds
derived from the IPO. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s
IPO became effective on February 14, 2022. On February 17, 2022, the Company consummated the IPO of 6,000,000 units (which does
not include the exercise of the over-allotment option by the underwriters in the IPO) at an offering price of $10.00 per unit (the “Units’),
generating gross proceeds of $60,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private
Placement”) with A SPAC (Holdings) Acquisition Corp. (the “Sponsor”) of 2,875,000 warrants (the “Private Warrants”)
at a price of $1.00 per Private Warrant, generating total proceeds of $2,875,000.
Upon the closing of the IPO on February 17,
2022, $60,600,000 ($10.10 per Unit) from the net offering proceeds of the sale of the Units in the IPO and a portion of the sale of the
Private Placement was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer& Trust
as a trustee and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market
fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the Trust Account as described below.
The Company granted the underwriter a 45-day option
to purchase up to an additional 900,000 Units at the IPO price to cover over-allotments (the “Over-Allotment Option Units”),
if any. Subsequently, on February 25, 2022, the over-allotment option was exercised in full. The closing of the Over-Allotment Option
Units occurred on March 1, 2022 simultaneously with the consummation of the private sale of an additional 270,000 Private Warrants to
the sponsor generating gross proceeds of $270,000. A total of $9,090,000, comprised of the net proceeds of the Over-allotment Offering
and proceeds from the Over-allotment Private Placement, was placed in the Trust Account.
Offering costs were $4,918,415 including $1,380,000
of cash underwriting fees, $2,415,000, of deferred underwriting fees, the fair value of the representative shares of $571,448, and $551,967,
of other offering costs.
The Company will provide the holders of the outstanding
Class A ordinary shares sold with the Units (the “Public Shares”) sold in the IPO (the “Public Shareholders”)
with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in
connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision
as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.
The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account
(initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).
A SPAC I ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
All of the Public Shares contain a redemption
feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder
vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s
amended and restated certificate of incorporation (the “Certificate of Incorporation”). Redemptions of the Company’s
Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to
the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed
with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required
by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the
Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation,
conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (the “SEC”) and file
tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is
required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business
or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and
not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor
has agreed to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the IPO in favor of
approving a Business Combination. Additionally, each Public shareholder may elect to redeem their Public Shares without voting, and if
they do vote, irrespective of whether they vote for or against the proposed transaction.
The Company’s sponsor, officers and directors
(the “Initial Shareholder”) has agreed not to propose an amendment to the Certificate of Incorporation that would affect the
substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business
Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in
conjunction with any such amendment.
If the Company is unable to complete a Business
Combination within 12 months from the closing of the IPO (or October 17, 2023, if the Company extends the period of time to consummate
a Business Combination) (the “Combination Period”), the Company will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $50,000
of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish
Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining shareholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s
obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.
The Initial Shareholder have agreed to waive their
liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.
However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions
from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination
Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution
(including Trust Account assets) will be only $10.10 per share initially held in the Trust Account. In order to protect the amounts held
in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered
or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed
a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s
indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,
the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility
that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers,
prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any
right, title, interest or claim of any kind in or to monies held in the Trust Account.
A SPAC I ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
Going Concern Consideration
As of December 31, 2022, the Company had cash
of $54,719 and a working capital of $9,721.
As a result of the Company’s deposit of
$90,000 to the Trust Account on February 14, 2022, the Company extended the time to complete the Business Combination by one month, or
March 17, 2023, to consummate a Business Combination (unless further extended pursuant to the Company’s amended and restated memorandum
and articles of association). It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business
Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.
The Company expects to continue to incur significant professional costs
to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.
The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem
a significant number of public shares upon consummation of its Business Combination, in which case, subject to compliance with applicable
securities laws, the Company may issue additional securities or incur debt prior to or in connection with such Business Combination If
the Company is unable to complete its Business Combination because it does not have sufficient funds available, it will be forced to cease
operations and liquidate the Trust Account.
In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined
that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The management’s
plan in addressing this uncertainty is through the Working Capital Loans, as defined below (see Note 5). In addition, if the Company is
unable to complete a Business Combination within the Combination Period (by March 17, 2023 unless further extended pursuant to the Company’s
amended and restated memorandum and articles of association), the Company’s board of directors would proceed to commence a voluntary
liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business
Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also
raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any
adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
The Company continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that COVID-19 could have a negative effect on the Company’s
search for a target company for a Business Combination, the specific impact is not readily determinable as of the date of these financial
statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Additionally, as a result of the military action
commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s
ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business
Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent
on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility,
or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this
action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations
and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
A SPAC I ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.
GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying
unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the
SEC on February 15, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 4, 2022. The
results for the year ended December 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31,
2023 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company”
as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging
growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those
that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the
Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth
company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s
financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted
out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $54,719 and $0 in cash as of
December 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents for both periods.
Cash and Investments Held in Trust Account
As of December 31, 2022, $70,694,702 were held
in cash and investments in the Trust Account. The Company’s portfolio of investments held in the Trust Account is comprised
of investments in money market funds that invest in U.S. government securities. The estimated fair value of investments held in the Trust
Account are determined using available market information.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Depository Insurance Corporation limit. As of December 31, 2022, the Company has not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
A SPAC I ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability
instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights
that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the
Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity.
The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s
control and subject to the occurrence of uncertain future events. If it is probable that the equity instrument will become redeemable,
the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from
the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument
or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal
the redemption value at the end of each reporting period. The accretion or remeasurement will be treated as a deemed dividend (i.e., a
reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).
In March 2022, the Company revisited its application
of ASC 480-10-S99 on the Company’s financial statements and determined that a change in accounting method for redeemable shares
is necessary. Subsequently in March 2022, the Company changed its accounting method to accrete the changes in the redemption value over
the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later)
to the earliest redemption date of the instrument. The Company complies with accounting and disclosure requirements of ASC 250 “Accounting
Changes and Error Corrections” which requires that an entity may voluntarily change an accounting principle only if it justifies
the use of an allowable alternative accounting principle on the basis that it is preferable and meets criteria such as authoritative support,
rationality and industry practice. The Company believes that the change in accounting principle is preferable as it meets all three criteria.
First, the accretion method is one of the two accounting methods supported by ASC 480-10-S99. Second, justification for the change is
rational in terms of presenting financial position and results of operations. When evaluating a change in accounting methods, the Company
considered several factors such as: 1) conformity with broad concept of accounting (i.e., more accurate reflection of permanent and temporary
equity) and 2) suitability in light of business circumstances, plans and policies (i.e., compliance with Nasdaq listing requirements and
the Company’s amended and restated memorandum and articles of association). Finally, the accretion method is adopted by other similarly
situated SPACs (i.e., smaller sized SPACs listed on The Nasdaq Capital Market).
ASC 250-10-50-1 through 250-10-50-3 require that
a change in accounting principle made in an interim period be reported by retrospective application, both to the prior years, as well
as to the interim periods within the fiscal year that the accounting change was adopted. The Company does not qualify for the restatement
of financial statements since it initially elected an allowable accounting method (full redemption) for the accounting of redeemable shares
in the Form 8-K Audited Balance Sheet as of February 17, 2022 which was filed on March 4, 2022; as such, there is no error to be restated
on. On April 5, 2022, the Company filed Form 8-K Pro Forma Balance Sheet as of February 17, 2022 reflecting the change in accounting method.
In addition, the change of accounting principle does not have any impact on the previously issued financial statements.
The Company has adopted the accretion method starting its first quarter
ending March 31, 2022 and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence
of additional paid-in capital) over an expected 12-month period leading up to a Business Combination. The change to the accretion method
does not have any impact on the Company’s Statements of Operations or Cash Flows.
Net Income (Loss) per Share
The Company complies with accounting and disclosure
requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable
share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income
(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss)
allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net
loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number
of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the
common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of December 31,2022, the
Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares
and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period
presented.
A SPAC I ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
The net income (loss) per share presented in the
unaudited condensed statement of operations is based on the following:
| | |
For the year ended
December 31,
2022 | | |
For the period from
April 7, 2021
(Inception) through
December 31,
2021 | |
| | |
Redeemable
shares | | |
Non-
redeemable
shares | | |
Redeemable
shares | | |
Non-
redeemable
shares | |
| Basic and diluted net loss per ordinary share | |
| | |
| | |
| | |
| |
| Numerator: | |
| | |
| | |
| | |
| |
| Allocation of net loss | |
$ | (7,636,111 | ) | |
$ | (2,285,360 | ) | |
$ | — | | |
$ | (2,250 | ) |
| Accretion of ordinary shares subject to possible redemption to redemption value | |
| 10,422,122 | | |
| — | | |
| — | | |
| — | |
| Allocation of net income (loss) | |
| 2,786,011 | | |
| (2,285,360 | ) | |
| — | | |
| (2,250 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Denominator: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 5,963,014 | | |
| 1,784,630 | | |
| — | | |
| 1,500,000 | |
Basic and diluted net income (loss) per ordinary share | |
$ | 0.476 | | |
$ | (1.28 | ) | |
$ | — | | |
$ | (0.00 | ) |
Warrant Instruments
The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance
in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments
are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments
meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s
own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside
of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional
judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding.
As discussed in Note 7, the Company determined that upon further review of the warrant agreement, management concluded that the Public
Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.
Use of Estimates
The preparation of financial statements in conformity
with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income
and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes
The Company complies with the accounting and reporting
requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial
statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws
and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established,
when necessary, to reduce deferred tax assets to the amount expected to be realized.
A SPAC I ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. The Company’s management determined that
the British Virgin Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under
review that could result in significant payments, accruals, or material deviation from its position. There is currently no taxation imposed
by the Government of the British Virgin Islands. In accordance with British Virgin Islands income tax regulations, income taxes are not
levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management
does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial
conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining
to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible
debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings
per share guidance, including the requirement to use the if-converted method for all convertible instruments. The amendments are effective
for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.
The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or
cash flows.
The Company’s management does not believe
that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the
Company’s financial statements.
Note 3 – Initial Public Offering
Pursuant to the IPO on February 17, 2022
and the full exercise of the over-allotment option on February 25, 2022, the Company sold 6,900,000 Units at a price of $10.00 per
Unit. Each Unit and consists of one Class A Ordinary Share, three-fourths (3/4) of one redeemable warrant (“Public Warrant”),
and one right to receive one-tenth (1/10) of one Class A ordinary share at the closing of the Company’s Business Combination
(“Public Right”).
All of the 6,900,000 Public Shares sold as part
of the Units contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender
offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated
certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s
guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control
of the Company require common stock subject to redemption to be classified outside of permanent equity. If it is probable that the equity
instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the
date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption
date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the
instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately.
The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings,
additional paid-in capital).
The Company has made a policy election in accordance
with ASC 480-10-S99-3A and recognizes changes in redemption value in accumulated deficit over an expected 12-month period leading up to
a Business Combination. For the year ended December 31, 2022 and for the period from April 7, 2021 (inception) through December 31, 2021,
the Company recorded $10,422,122 and $Nil accretion of carrying value to redemption value, respectively.
A SPAC I ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
Note 4 – Related Party Transactions
Founder Shares
On April 29, 2021, the Sponsor purchased
2,875,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, with no par value (“Class B
ordinary shares”) for an aggregate price of $25,000. Founder Shares have been retroactively restated to reflect a share repurchase
and subscription agreement pursuant to which on July 19, 2021, 2,874,999 Class B ordinary shares were repurchased and cancelled
at an aggregate repurchase price of $25,000 or approximately $0.01 per share, resulting in one Class B ordinary share in issue after
the repurchase. On the same day, the Company issued 2,300,000 Class A ordinary shares to the Sponsor for an aggregate purchase price
of $25,000, or approximately $0.01 per share. Subsequently, on January 14, 2022, the Company canceled 575,000 of such founder shares,
resulting in 1,725,000 founder shares remaining outstanding. The Class B ordinary share will automatically be canceled at the time of
the initial Business Combination.
The Initial Shareholders have agreed, subject
to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months
after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last
sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day after the initial Business Combination, or (y) the
date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of
the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Promissory Notes - Related Party
On September 4, 2021, the Sponsor agreed
to loan the Company an aggregate of up to $400,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”).
This loan is non-interest bearing and payable on the completion of the IPO. The Note was fully repaid on April 26, 2022. As
of December 31, 2022, there was no amount outstanding under the Note.
On January 27, 2023, the Company issued an unsecured
promissory note in the aggregate principal amount up to $500,000 (the “Second Note”) to the Sponsor. Pursuant to the Second
Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 payable promptly after the date on which the Company
consummates a Business Combination. In the event that the Company does not consummate a Business Combination, the Second Note will be
terminated. The Second Note is convertible into warrants having the same terms and conditions as the public warrants, at the price of
$1.00 per warrant at the option of the Sponsor. The Second Note does not bear interest.
Working Capital Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a
Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.
Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital
Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,150,000 of such
Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrant
would be identical to the Private Warrants. As of December 31, 2022, there were no Working Capital Loans outstanding.
Note 5 – Private Placement Warrants
Simultaneously with the closing of the IPO and
the over-allotment, the Sponsor purchased an aggregate of 3,145,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate
purchase price of $3,145,000. The Private Warrants are identical to the Public Warrants sold in the IPO, except with respect to certain
registration rights and transfer restrictions. The proceeds from the Private Warrants were added to the proceeds from the IPO to be held
in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale
of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and
the Private Warrants and all underlying securities will expire worthless.
A SPAC I ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
Note 6 – Commitments & Contingencies
Registration & Shareholder Rights
The holders of the Founder Shares, the Private
Warrants, and any warrants that may be issued in payment of Working Capital Loans (and all underlying securities) are entitled to registration
rights pursuant to a registration rights agreement requiring the Company to register such securities for resale. The holders of a majority
of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of
the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which
these ordinary shares are to be released from escrow. The holders of a majority of the Private Warrants and securities issued in payment
of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that the Company consummates
a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, the underwriter may not exercise
its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective
date of the IPO and may not exercise its demand rights on more than one occasion. The registration rights agreement does not contain liquidating
damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted Chardan, the representative
of the underwriters a 45-day option from the date of the prospectus to purchase up to 900,000 additional Units to cover over-allotments,
if any, at IPO price less the underwriting discounts and commissions. On February 25, 2022, the underwriter exercised its over-allotment
option to purchase 900,000 Units, generating gross proceeds to the Company of $9,000,000.
The underwriters were paid a cash underwriting
discount of $0.20 per unit, or $1,380,000 upon the closing of the IPO and over-allotment. In addition, the underwriters will be entitled
to a deferred commission of $0.35 per unit, or $2,415,000, which will be paid upon the closing of a Business Combination from the amounts
held in the Trust Account, subject to the terms of the underwriting agreement.
Representative’s Ordinary Shares
The Company issued to Chardan and/or its designees,
an aggregate of 69,000 Class A ordinary shares “Representative Shares” at the closing of the IPO and over-allotment.
The Representative Shares are identical to the public shares except that Chardan Capital Markets, LLC has agreed not to transfer, assign
or sell any such Representative Shares until the completion of the Company’s initial Business Combination. In addition, Chardan
Capital Markets, LLC has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the
Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect
to such shares if the Company fails to complete its initial Business Combination within the Combination Period. The shares have been deemed
compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement
of sales in the IPO pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of
any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person
for a period of 180 days immediately following the effective date of the IPO registration statement, nor may they be sold, transferred,
assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the IPO registration statement
except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.
Note 7 – Shareholders’ Equity
Recapitalization
On July 19, 2021, 2,874,999
Class B ordinary shares were repurchased and cancelled at an aggregate repurchase price of $25,000 or approximately $0.01 per
share, resulting in one Class B ordinary share in issue after the repurchase. On the same day, the Company issued 2,300,000
Class A ordinary shares to the sponsor for an aggregate purchase price of $25,000, or approximately $0.01 per share.
Subsequently, on January 14, 2022, the Sponsor surrendered for no consideration and canceled 575,000 of such Class A
ordinary shares, resulting in 1,725,000 Class A ordinary shares remaining outstanding.
A SPAC I ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
Ordinary shares
Preference shares—The Company
is authorized to issue 1,000,000 shares of preference shares with such designations, voting and other rights and preferences as may be
determined from time to time by the Company’s Board of Directors. As of December 31, 2022, there were no shares of preference shares
issued or outstanding.
Class A Ordinary shares—The
Company is authorized to issue 100,000,000 shares of Class A ordinary shares with no par value. As of December 31, 2022, there
were 1,794,000 shares of Class A ordinary shares outstanding, excluding 6,900,000 Class A ordinary shares subject to possible
redemption. Of the 1,794,000 Class A ordinary shares outstanding, up to 225,000 shares were subject to forfeiture to the Company
by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part,
so that the Initial Shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO.
As a result of the underwriters’ election to exercise their over-allotment option in full on February 25, 2022, no Class A
ordinary shares are currently subject to forfeiture.
Class B Ordinary shares—The
Company is authorized to issue 100 Class B ordinary shares with no par value. Holders of Class B ordinary shares are entitled
to one vote for each share. On December 31, 2022, one share Class B ordinary was outstanding, which will automatically be canceled
at the time of the initial Business Combination.
Warrants—As of December 31,
2022, there were 7,891,453 Warrants outstanding. The Company will account for the Warrants as equity instruments. The Public Warrants
will become exercisable on the later of the completion of a Business Combination and twelve months from the effective date of the
IPO registration statement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement
covering the ordinary shares issuable upon exercise of the Warrants and a current prospectus relating to such ordinary shares. Notwithstanding
the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is
not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as
there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration
statement, exercise Pubic Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities
Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to
exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business
Combination or earlier upon redemption or liquidation.
Redemption of warrants when the price per ordinary
shares equals or exceeds $16.50
Once the Warrants become exercisable, the Company
may redeem the outstanding warrants (except as described herein with respect to the Private Warrants):
in whole and not in part;
| |
● |
at a price of $0.01 per Warrant; |
| |
● |
upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “30-day redemption period”; and |
| |
● |
if, and only if, the last reported sale price (the “closing price”) of our ordinary shares equals or exceeds $16.50 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
The Company will not redeem the Warrants as described
above unless an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants
is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period.
No fractional Class A ordinary shares will
be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will
round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section
entitled “Description of Securities—Warrants—Public Warrants” for additional information.
A SPAC I ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
If the Company calls the Public Warrants for redemption,
management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,”
as described in the warrant agreement.
The exercise price and number of Class A
ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share splits,
share capitalization, share dividends, reorganizations, recapitalizations and the like. However, the Warrants will not be adjusted for
issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company
be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period
and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to
their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect
to such warrants. Accordingly, the Warrants may expire worthless.
In addition, if the Company issues additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination
at an issue price or effective issue price of less than $9.20 per share of ordinary shares (with such issue price or effective issue price
to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Shareholders
or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and
(z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period
starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater
of (i) the Market Value or (ii) the Newly Issued Price, and the $16.50 share redemption trigger price described below under
“Description of Securities — Redeemable Warrants” will be adjusted (to the nearest cent) to be equal to 165% of
the higher of the Market Value and the Newly Issued Price.
The Private Warrants will be identical to the
Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants (i) they will not be redeemable by the
Company, (ii) they may be transferred, assigned or sold by the Sponsor to the Permitted Transferees and (iii) they may be exercised
by the holders on a cashless basis.
Rights—Except in cases where
the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth
(1/10) of one share of ordinary shares upon consummation of a Business Combination, even if the holder of a Public Right converted all
shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Certificate of Incorporation
with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion
of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to
receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination. No additional consideration
will be required to be paid by a holder of Public Rights in order to receive his, her or its additional ordinary shares upon consummation
of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates
of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving
entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders
of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis.
The Company will not issue fractional shares in
connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed
in accordance with the applicable provisions of the British Virgin Islands General Corporation Law. As a result, the holders of the Public
Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business
Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the
funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor
will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights,
and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders
of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle
the rights. Accordingly, the rights may expire worthless.
A SPAC I ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
Note 8 – Fair Value Measurements
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1: | Quoted prices in active markets for identical assets or
liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient
frequency and volume to provide pricing information on an ongoing basis. |
| Level 2: | Observable inputs other than Level 1 inputs. Examples
of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or
liabilities in markets that are not active. |
| Level 3: | Unobservable inputs based on our assessment of the assumptions
that market participants would use in pricing the asset or liability. |
The following table presents information about
the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy
of the valuation inputs the Company utilized to determine such fair value.
| | |
| | |
Quoted Prices in | | |
Significant Other | | |
Significant Other | |
| | |
December 31, | | |
Active Markets | | |
Observable Inputs | | |
Unobservable Inputs | |
| | |
2022 | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
| Assets | |
| | |
| | |
| | |
| |
| Marketable securities held in trust account | |
$ | 70,694,702 | | |
$ | 70,694,702 | | |
| — | | |
| — | |
The following table presents information about
the Company’s equity instrument that are measured at fair value on a non-recurring basis at February 2, 2022, and indicates the
fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| | |
February 2, | | |
| |
| | |
2022 | | |
Level | |
| Equity instrument: | |
| | |
| |
| Representative shares | |
$ | 571,448 | | |
| 3 | |
The Company used several models (i.e., Monte Carlo,
PWERM and Finnerty) to value the Representative Shares granted to Chardan. The key inputs were (i) risk-free rate of 1.02%, (ii) volatility
of 7.9%, (iii) estimated term of 0.93 years, resulting in the fair value of the 69,000 representative shares was approximately $571,448
or $8.28 per share.
Note 9 – Subsequent Events
In accordance with ASC 855, “Subsequent
Events”, the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that
the financial statement was issued. Based on this review, as further disclosed in the footnotes and except as disclosed below, the Company
did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.
A SPAC I ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
On January 27, 2023, the Company issued an unsecured
promissory note in the aggregate principal amount up to $500,000 (the “Second Note”) to A SPAC (Holdings) Acquisition Corp.,
the Company’s sponsor. Pursuant to the Second Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000
payable promptly after the date on which the Company consummates a Business Combination. In the event that the Company does not consummate
a Business Combination, the Second Note will be terminated. The Second Note is convertible into warrants having the same terms and conditions
as the public warrants, at the price of $1.00 per warrant at the option of the Sponsor. The Second Note does not bear interest.
On February 13, 2023,
at its Extraordinary General Meeting (the “Extension Meeting”), the Company’s shareholders approved a proposal to amend
and restate the Company’s amended and restated memorandum and articles of association (the “Charter Amendment”) to,
among other things, allow the Company to extend the date by which it has to complete a business combination up to eight (8) times for
an additional one (1) month each time from February 17, 2023 to October 17, 2023. In connection with the shareholders’ vote at the
Extension Meeting, 3,272,305 Class A ordinary shares were tendered for redemption. On February 14, 2023, following the shareholder approval,
the Company filed the Charter Amendment with the British Virgin Islands Registrar of Corporate Affairs. On February 14, 2023, the Company
made a deposit of $90,000 (the “Extension Payment”) to the Trust Account and extended the from February 17, 2023 to March
17, 2023. Following such redemptions and the deposit of the Extension Payment, the amount of funds remaining in the Trust Account was
approximately $37.3 million.
On February 15, 2023, the Company entered into
a merger agreement (the “Merger Agreement”) with NewGenIvf Limited, a Cayman Islands exempted company (“NewGen”),
certain shareholders of NewGen (the “Principal Shareholders”), A SPAC I Mini Acquisition Corp., a British Virgin Islands business
company (the “Purchaser”), and A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary
of the Purchaser (the “Merger Sub”), pursuant to which, among other things, (i) the Company will be merged with and into the
Purchaser, the separate corporate existence of the Company will cease and the Purchaser will continue as the surviving corporation and
(ii) Merger Sub will merge with and into NewGen and NewGen will continue as the surviving company under the laws of the Cayman Islands
and become a wholly owned subsidiary of the Purchaser (the “NewGen Business Combination”). Pursuant to the terms of the Merger
Agreement, the aggregate consideration to be paid to existing shareholders of NewGen is $50,000,000, which will be paid entirely in stock,
comprised of newly issued Class A ordinary shares of the Purchaser at a price of $10.00 per share.
Concurrently with the execution of the Merger
Agreement, the Company, the Purchaser, NewGen and certain shareholders of NewGen (the “Supporting Shareholders”) entered into
a voting and support agreement (the “Support Agreement”) pursuant to which such Supporting Shareholders have agreed, among
other things, to vote in favor of the NewGen Business Combination, the adoption of the Merger Agreement and any other matters necessary
or reasonably requested by the Company, the Purchaser or the Company for consummation of the NewGen Business Combination and the other
transactions contemplated by the Merger Agreement.
F-19
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