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 operates as a Special Purpose Acquisition Company (SPAC) and has not commenced any operations or generated operating revenues to date, with all activities focused on organizational efforts, preparing for its Initial Public Offering (IPO), and subsequently searching for and negotiating with potential Business Combination targets ². The Company intends to focus its acquisition strategy on businesses within the consumer goods industry, an area it believes has an optimistic growth trajectory for the coming years, with no restriction on geographic location for its target search, and an intent to pursue targets globally ³.

The Company's core business model involves raising capital through an IPO and a private placement, placing a significant portion of these proceeds into a Trust Account, and then using these funds to acquire an existing operating business. Revenue generation is currently limited to non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO ⁴. The primary customer segments are not applicable as the Company is a blank check company seeking an acquisition.

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, a private placement of 277,000 units was consummated with BEST SPAC I (Holdings) Corp. (the "Sponsor") at $10.00 per unit, generating total proceeds of $2,770,000 ⁶. A total of $55,000,000 from the net proceeds of the IPO and private placement was placed in a Trust Account ⁷. As of December 31, 2025, the Company had marketable securities held in the Trust Account of $56,200,264, which included approximately $1,200,264 of interest income for the year ended December 31, 2025 ⁸.

For the year ended December 31, 2025, the Company reported net income of $649,853 ⁹. This consisted of general and administrative expenses of $651,369 ¹⁰, offset by total interest income from its bank account and investments in the Trust Account of $1,226,393 ¹¹, and a gain on expiration of over-allotment option liability of $74,829 ¹². Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.47 ¹³, based on 2,983,562 weighted average shares outstanding ¹⁴. For Class A and Class B ordinary shares not subject to redemption, basic and diluted net loss per share was $(0.42) ¹⁵, based on 1,778,753 weighted average shares outstanding ¹⁶. As of December 31, 2025, the Company had cash of $1,295,059 ¹⁷ and total assets of $57,621,209 ¹⁸. Total current liabilities were $152,972 ¹⁹. The Company had no long-term debt ²⁰.

Comparing to the prior period, for the period from December 13, 2024 (inception) through December 31, 2024, the Company had a net loss of $3,000, all of which consisted of formation and operating expenses ²¹. In contrast, the year ended December 31, 2025, saw a net income of $649,853 ²², driven by significant interest income from the Trust Account and the gain on the expiration of the over-allotment option liability. Cash on hand increased from $0 at December 31, 2024 ²³ to $1,295,059 at December 31, 2025 ²⁴. Total assets grew from $27,500 at December 31, 2024 ²⁵ to $57,621,209 at December 31, 2025 ²⁶, primarily due to the IPO proceeds and investments in the Trust Account.

A significant operational development during the period was the Company entering 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") ²⁷. 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), with HDE becoming a wholly-owned subsidiary of the Purchaser ²⁸. The aggregate consideration to be paid to existing shareholders and equity award holders of HDE is $300,000,000, to be paid entirely in stock, comprised of newly issued Purchaser Class A and Class B Ordinary Shares valued at $10.00 per share ²⁹. 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 $15.00 over a specified trading period ³⁰.

The Company's primary objective for the upcoming period is the consummation of its initial Business Combination with HDEducation Group Limited, as outlined in the Merger Agreement signed on September 25, 2025 ³¹. The aggregate consideration for HDE is $300,000,000, to be paid entirely in stock, consisting of newly issued Purchaser Class A and Class B Ordinary Shares valued at $10.00 per share ³². There is also a potential for an additional 2,000,000 Purchaser Ordinary Shares to be issued to certain HDE shareholders and equity award holders, vesting if the volume weighted average price of Purchaser Ordinary Shares reaches $15.00 over any twenty trading days within a thirty trading day period, from one month after the closing date until two years from the closing date ³³. The consummation of this proposed merger is subject to certain conditions as further described in the Merger Agreement ³⁴.

The Company intends to capitalize on the experience and networks of its management team, including Mr. Xiangge Liu, Mr. Heyi Chen, Ms. Prescille Chu Cernosia, and Mr. Huachen Zhang, who possess significant experience in public and private companies, deal negotiation, corporate finance, business operations, and management ³⁵. This team has developed a proprietary network of relationships with business leaders, investors, and intermediaries, which is expected to generate deal flow ³⁶. The Company believes its team's ability to source attractive deals and find good investment opportunities from their networks provides a distinct advantage in sourcing, structuring, and consummating a business combination ³⁷. The Company will primarily seek to acquire one or more growth businesses with a total enterprise value between $100,000,000 and $600,000,000 ³⁸, focusing on companies with a competitive advantage, a strong management team, and readiness for public markets ³⁹.

The Company expects to incur increased expenses as a result of being a public company, including legal, financial reporting, accounting, and auditing compliance costs, as well as due diligence expenses related to searching for and completing a Business Combination ⁴⁰. The Company does not expect to generate any operating revenues until after the completion of its initial business combination ⁴¹.

The Company's planned capital allocation includes using substantially all of the funds held in the Trust Account, including any interest earned (less income taxes payable), to complete its Business Combination ⁴². If share capital or debt is used as consideration, the remaining proceeds in the Trust Account will be used as working capital to finance the operations of the target business, make other acquisitions, and pursue growth strategies ⁴³. These working capital funds could also be used to repay operating expenses or finders' fees incurred prior to the Business Combination or to indemnify officers or directors if funds outside the Trust Account are insufficient ⁴⁴. The Sponsor or its affiliates or certain officers and directors may loan the Company funds, up to $1,150,000, as Working Capital Loans, which may be convertible into units at $10.00 per unit ⁴⁵. Additionally, for each three-month extension of the Combination Period, the Sponsor or its affiliates must deposit $550,000 ($0.10 per share) into the Trust Account, up to an aggregate of $1,100,000 for a full six-month extension ⁴⁶.

The Company faces substantial doubt about its ability to continue as a going concern, as its business plan is dependent on completing a business combination by June 16, 2026, or obtaining an extension; failure to do so will result in mandatory liquidation and dissolution ⁴⁷. The actual per-share redemption amount received by shareholders 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 having higher priority over public shareholders ⁴⁸. The Sponsor has agreed to be liable for claims that reduce the Trust Account below $10.00 per public share, except for claims by third parties who executed a waiver or claims under the underwriters' indemnity, but the Sponsor's ability to satisfy these obligations is not independently verified, and its only assets are believed to be Company securities ⁴⁹. Directors and officers have conflicts of interest due to their affiliations with other entities, including other blank check companies like BEST SPAC II Acquisition Corp., which also intends to pursue targets in the consumer goods sector, potentially diverting acquisition opportunities ⁵⁰. Furthermore, the Company's limited financial resources compared to competitors, the 80% of trust account value requirement for a target business, and the potential dilution from outstanding private placement units may place it at a competitive disadvantage in negotiating a business combination ⁵¹. Geopolitical conflicts and rising trade tensions, such as those between the U.S. and China, and conflicts in Venezuela, Russia/Belarus/Ukraine, and the Middle East, may increase market volatility, create economic uncertainties, and adversely affect the Company's ability to consummate a Business Combination or obtain necessary financing ⁵².

Management's message emphasizes the Company's status as a blank check company focused on completing a business combination, specifically highlighting the recently executed Merger Agreement with HDEducation Group Limited. The strategic priority is to successfully consummate this merger, with an aggregate consideration of $300,000,000 to be paid entirely in stock, valued at $10.00 per share ⁵³. Management also notes the potential for an additional 2,000,000 Purchaser Ordinary Shares to vest if the Purchaser Class A Ordinary Shares reach a volume weighted average price of $15.00 ⁵⁴. The team, led by Mr. Xiangge Liu as Chief Executive Officer, Chief Financial Officer, and Chairman, believes its extensive experience and proprietary network will provide distinct advantages in sourcing and executing the business combination. Management acknowledges the significant costs associated with being a public company and pursuing an acquisition, and while they do not anticipate needing to raise additional funds for operating expenses, they recognize the possibility of needing further financing to complete the Business Combination or to meet obligations if a significant number of public shares are redeemed.