BEST SPAC I Acquisition Corp.

BEST SPAC I Acquisition Corp. (the "Company") is a blank check company incorporated in the British Virgin Islands on December 13, 2024, with the sole purpose of effecting a business combination with one or more businesses ¹. The Company intends to focus on businesses in the consumer goods industry, an area it believes has an optimistic growth trajectory for the coming years, and plans to pursue targets globally ². The core business model of the Company is to identify and acquire a target business, utilizing cash from its Initial Public Offering (IPO) and private placement proceeds, as well as proceeds from the sale of its securities in connection with the business combination ³. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest, but will generate non-operating income in the form of interest income on cash and cash equivalents from the IPO proceeds ⁴.

On June 16, 2025, the Company consummated its IPO of 5,500,000 units at an offering price of $10.00 per unit, generating total gross proceeds of $55,000,000 ⁵. Simultaneously, it completed a private placement of 277,000 units to BEST SPAC I (Holdings) Corp. (the "Sponsor") at $10.00 per unit, generating $2,770,000 in proceeds ⁶. A total of $55,000,000 from these proceeds was placed in a Trust Account for public shareholders and underwriters ⁷. The underwriters' 45-day over-allotment option for an additional 825,000 units expired unexercised on July 27, 2025 ⁸. Consequently, the Sponsor forfeited 206,250 Founder Shares for no consideration on July 30, 2025 ⁹. In connection with the IPO, Maxim Group LLC received 247,500 Class A ordinary shares for no consideration ¹⁰.

As of December 31, 2025, the Company reported net income of $649,853 ¹¹. This was primarily driven by total interest income from its bank account and investments in the Trust Account of $1,226,393 ¹² and a gain on expiration of over-allotment option liability of $74,829 ¹³, offset by general and administrative expenses of $651,369 ¹⁴. For the year ended December 31, 2024, the Company had a net loss of $3,000, consisting entirely of formation and operating expenses ¹⁵. The Company's cash balance as of December 31, 2025, was $1,295,059 ¹⁶, with marketable securities held in the Trust Account totaling $56,200,264 ¹⁷, which included approximately $1,200,264 of interest income for the year ended December 31, 2025 ¹⁸. Total current assets were $1,420,945 ¹⁹, and total assets were $57,621,209 ²⁰. Current liabilities amounted to $152,972 ²¹, and total shareholders' equity was $2,523,377 ²². Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.47 ²³, while basic and diluted net loss per share for Class A and Class B ordinary shares not subject to redemption was $(0.42) ²⁴.

A significant operational development during the period was the Company's entry into a merger agreement on September 25, 2025, with HDEducation Group Limited ("HDE"), High Distinction Group Limited (the "Purchaser"), and BEST SPAC I Mini Sub Acquisition Corp. (the "Merger Sub") ²⁵. This agreement outlines a two-step merger process: first, the Company will merge into the Purchaser (Reincorporation Merger), and then the Merger Sub will merge into HDE (Acquisition Merger), making HDE a wholly-owned subsidiary of the Purchaser ²⁶. The aggregate consideration for HDE's existing shareholders and equity award holders is $300,000,000, to be paid entirely in newly issued Purchaser Class A and Class B Ordinary Shares, valued at $10.00 per share ²⁷. Additionally, certain HDE shareholders and equity award holders may receive up to an additional 2,000,000 Purchaser Ordinary Shares if the volume weighted average price of Purchaser Ordinary Shares reaches or exceeds $15.00 over a specified period ²⁸.

The Company's primary objective is to complete its initial business combination, with a focus on target businesses in the consumer goods industry, which management believes offers an optimistic growth trajectory ²⁹. The Company intends to acquire one or more growth businesses with a total enterprise value between $100,000,000 and $600,000,000 ³⁰. The proposed merger with HDEducation Group Limited, announced on September 25, 2025, represents a key strategic initiative ³¹. The aggregate consideration for HDE is $300,000,000, paid entirely in stock, with newly issued Purchaser Class A and Class B Ordinary Shares valued at $10.00 per share ³². An earnout provision allows for up to an additional 2,000,000 Purchaser Ordinary Shares if the volume weighted average price of Purchaser Ordinary Shares reaches $15.00 within two years of closing ³³. The consummation of this merger is subject to certain conditions outlined in the Merger Agreement ³⁴.

The Company expects to incur increased expenses as a public company, including legal, financial reporting, accounting, and auditing compliance costs, as well as due diligence expenses related to identifying and completing a business combination ³⁵. The Company's liquidity needs are currently met by the net proceeds from the IPO and private placement held outside the Trust Account ³⁶. Management believes it will not need to raise additional funds for operating its business, but acknowledges that if the estimated costs for identifying a target and negotiating a business combination are insufficient, it may need additional financing ³⁷. Such financing could involve issuing additional securities or incurring debt, which would only be completed simultaneously with the business combination ³⁸.

The Company has a Combination Period of 12 months from the IPO closing (June 16, 2025), extendable up to 18 months, to consummate a business combination ³⁹. If the Company fails to complete a business combination within this period, it will cease operations, redeem public shares at approximately $10.00 per share (net of taxes and up to $100,000 for dissolution expenses), and liquidate ⁴⁰. The Sponsor or its affiliates may provide Working Capital Loans up to $1,150,000, convertible into units at $10.00 per unit, to fund working capital deficiencies or transaction costs ⁴¹. Additionally, the Sponsor or its affiliates may deposit $550,000 ($0.10 per share) for each three-month extension of the Combination Period, up to an aggregate of $1,100,000 for a full six-month extension ⁴². These Extension Loans are non-interest bearing and repayable upon business combination consummation, but not if the Company fails to complete a business combination ⁴³.

The Company faces substantial doubt about its ability to continue as a going concern, primarily due to its dependence on completing a business combination by June 16, 2026, or obtaining an extension, failing which it will undergo mandatory liquidation and dissolution ⁴⁴. The actual per-share redemption amount received by shareholders upon dissolution may be less than $10.00, plus interest (net of taxes payable, and less up to $100,000 of interest to pay liquidation expenses), due to potential claims of creditors that could have higher priority over public shareholders ⁴⁵. The Sponsor has agreed to be liable for claims reducing the Trust Account below $10.00 per public share, with exceptions for third parties who waive claims and claims under the underwriters' indemnity ⁴⁶. However, the Company has not independently verified the Sponsor's financial capacity to satisfy these indemnity obligations, and the Sponsor's only assets are believed to be Company securities ⁴⁷. The Company operates as a blank check company with no operations and relies on third-party digital technologies, lacking its own cybersecurity risk management program or formal processes, which could lead to corruption or misappropriation of assets in the event of a cyber incident ⁴⁸. Furthermore, various social and political circumstances globally, including rising trade tensions and ongoing conflicts, may materially and adversely affect the Company's ability to consummate a business combination or the operations of a target business, and may impact its ability to raise equity and debt financing ⁴⁹.

Management's message emphasizes the Company's status as a blank check company focused on identifying and executing a business combination, specifically targeting the consumer goods industry due to its optimistic growth trajectory ⁵⁰. The strategic priority is to leverage the extensive experience and networks of the management team, including Mr. Xiangge Liu, Mr. Heyi Chen, Ms. Prescille Chu Cernosia, and Mr. Huachen Zhang, in sourcing, structuring, and consummating an acquisition ⁵¹. Management has identified investment criteria, seeking growth businesses with a total enterprise value between $100,000,000 and $600,000,000, possessing a competitive advantage, a strong management team, and readiness for public markets ⁵². A key development is the Merger Agreement with HDEducation Group Limited, where the aggregate consideration is $300,000,000, paid entirely in stock, with potential for an additional 2,000,000 Purchaser Ordinary Shares if the volume weighted average price reaches $15.00 ⁵³. Management acknowledges the inherent conflicts of interest due to directors and officers having other business affiliations and fiduciary duties, and the fact that their compensation may be tied to the consummation of a business combination ⁵⁴. The Company has until June 16, 2026, to complete its initial business combination, with a possibility of two three-month extensions, each requiring a $550,000 deposit into the Trust Account by the Sponsor ⁵⁵.