BEST SPAC I Acquisition (BSAA) risk factors, FY2025 10-K

Other

1. 01In connection with the IPO, the Company issued to Maxim an aggregate of 247,500 Representative Shares for no consideration
2. 02On September 25, 2025, the Company entered into the Merger Agreement with (i) HDE, (ii) the Purchaser, and (iii) the Merger Sub
3. 03The 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
4. 04Liquidity and Capital Resources
5. 05There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Representative Shares, Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Rights or public rights
6. 06As of December 31, 2025, the Company had $1,295,059 of cash on hand and working capital of $1,267,973
7. 07Off-Balance Sheet Financing Arrangements
8. 08The Company granted the underwriters a 45-day option to purchase up to an additional 825,000 Units to cover over-allotments, if any, which expired unexercised on July 27, 2025
9. 09The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed transactions is subject to certain conditions as further described in the Merger Agreement
10. 10Critical Accounting Policies and Estimates
11. 11Class A Ordinary Shares Subject to Possible Redemption
12. 12Net Income (Loss) per Ordinary Share
13. 13Recent Accounting Standards
14. 14Evaluation of Disclosure Controls and Procedures
15. 15Inherent Limitations on Effectiveness of Internal Controls
16. 16Management’s Report on Internal Controls Over Financial Reporting
17. 17(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements
18. 18Changes in Internal Control over Financial Reporting
19. 19ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
20. 20Ms. Prescille Chu Cernosia 55 Independent Director
21. 21Number, Terms of Office and Election of Officers and Directors
22. 22Committees of the Board of Directors
23. 23The conflicts described above may not be resolved in our favor
24. 24Heyi Chen Visionary Capital Investment Limited Investment Chief Investment Officer
25. 25Section 16(a) Beneficial Ownership Reporting Compliance
26. 26Executive Officers and Director Compensation
27. 27ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
28. 28(3) BEST SPAC I (Holdings) Corp intends to transfer 20,000 shares to each of our four directors and officers, at the consummation of an initial business combination
29. 29There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares, Private Placement Units, Private Placement Shares or Private Placement Rights, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period
30. 30Promissory Note — Related Party
31. 31We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy
32. 32These 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
33. 33ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
34. 34Item 15. Exhibits, Financial Statement Schedules
35. 35Notes to Consolidated Financial Statements F-7
36. 361.1 Underwriting Agreement, dated June 12, 2025, by and between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 17, 2025)
37. 374.3 Specimen Right Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on May 27, 2025)
38. 3810.2 Investment Management Trust Agreement, dated June 12, 2025, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 17, 2025)
39. 3910.4 Private Placement Unit Purchase Agreement, dated June 12, 2025, by and between the Company and BEST SPAC I (Holdings) Corp. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 17, 2025)
40. 40104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
41. 41Opinion on the Consolidated Financial Statements
42. 42Substantial Doubt about the Company’s Ability to Continue as a Going Concern
43. 43Commitments and Contingencies (Note 6)
44. 44Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and 2024 — —
45. 45Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity $ 57,621,209 $ 27,500
46. 46Loss from Operations (651,369 ) (3,000 )
47. 47Basic and diluted net loss per share, Class A and Class B ordinary shares not subject to redemption $ (0.42 ) $ (0.00 )
48. 48Balance as of December 31, 2024 1,375,000 $ — $ 25,000 $ (3,000 ) $ 22,000
49. 49Net income (loss) $ 649,853 $ (3,000 )
50. 50Gain on expiration of over-allotment option liability (74,829 ) —
51. 51Net Cash Used in Operating Activities (598,167 ) —
52. 52Net Cash Used in Investing Activities (55,000,000 ) —
53. 53Cash, End of Year/period $ 1,295,059 $ —
54. 54Note 1 — Description of Organization and Business Operations
55. 55The Company has two wholly owned inactive subsidiaries, High Distinction Group Limited (the “Purchaser” or “PubCo”), a Cayman Islands exempted company, formed on September 1, 2025, and BEST SPAC I Mini Sub Acquisition Corp. (“Merger Sub”), a Cayman Islands exempted company, formed on September 2, 2025
56. 56The Company’s sponsor is Best SPAC I (Holdings) Corp., a BVI business company (the “Sponsor”)
57. 57On September 25, 2025, the Company entered into a merger agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with (i) HDEducation Group Limited, a Cayman Islands exempted company (“HDE”), (ii) the Purchaser and (iii) Merger Sub
58. 58The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $25,000 from the sale of the Founders Shares and loan proceeds from the Sponsor of up to $350,000 under an unsecured promissory note. On August 13, 2025, the Company repaid the promissory note in full
59. 59Principles of consolidation
60. 60Cash and Cash Equivalents
61. 61Concentration of Credit Risk
62. 62The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature
63. 63Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities
64. 64Investments Held in Trust Account
65. 65Gross proceeds from IPO $ 55,000,000
66. 66Offering Costs Associated with Initial Public Offering
67. 67Basic and diluted net loss per ordinary share
68. 68Allocation of net income (loss) 1,393,028 (743,175 ) — (3,000 )
69. 69Recent Accounting Pronouncements
70. 70Note 3 — Initial Public Offering
71. 71Note 4 — Private Placement
72. 72Preference Shares — The Company is authorized to issue a total of 1,000,000 preferred shares with no par value. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding
73. 73Note 8 — Fair Value Measurements
74. 74Note 9 — Segment Information
75. 75Interest earned on investments held in Trust Account $ 1,200,264 $ —
76. 76Note 10 — Subsequent Events