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 its 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 on businesses within the consumer goods industry, which it believes has an optimistic growth trajectory for the coming years, and is not restricted by geographic location for its target search, with an intent to pursue targets globally ³.

The Company's core business model revolves around identifying and acquiring a target business. It generates non-operating income primarily from interest earned on cash and cash equivalents held in a Trust Account, which consists of proceeds from its IPO and a concurrent private placement ⁴. The Company's primary customer segments are its public shareholders, who are offered redemption rights upon the completion of an initial business combination or if no business combination is consummated within the specified period ⁵.

The Company completed its IPO on June 16, 2025, selling 5,500,000 units at an offering price of $10.00 per unit, generating gross proceeds of $55,000,000 ⁶. Simultaneously, it consummated a private placement of 277,000 units to its Sponsor, BEST SPAC I (Holdings) Corp., at $10.00 per unit, generating total proceeds of $2,770,000 ⁷. A total of $55,000,000 from these proceeds was placed in a Trust Account for the benefit of public shareholders and underwriters ⁸. The Company's units, Class A ordinary shares, and rights trade on The Nasdaq Capital Market under the symbols "BSAAU," "BSAA," and "BSAAR," respectively ⁹.

For the fiscal year ended December 31, 2025, the Company reported a net income of $649,853 ¹⁰. This was primarily driven 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, offset by general and administrative expenses of $651,369 ¹³. In contrast, for the period from December 13, 2024 (inception) through December 31, 2024, the Company had a net loss of $3,000, entirely consisting of formation and operating expenses ¹⁴. As of December 31, 2025, the Company had cash of $1,295,059 ¹⁵ and marketable securities held in the Trust Account of $56,200,264 ¹⁶. Total assets stood at $57,621,209 ¹⁷, while total current liabilities were $152,972 ¹⁸. The Company had no long-term debt ¹⁹. Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.47 ²⁰, while basic and diluted net loss per share for Class A and Class B ordinary shares not subject to redemption was $(0.42) ²¹.

During the year, the Company incurred total transaction costs of $1,518,116, including $550,000 in cash underwriting commissions, the fair value of $544,500 for Representative Shares, and $423,616 in other offering costs ²². On July 30, 2025, the Sponsor forfeited 206,250 Founder Shares for no consideration due to the underwriters not exercising their over-allotment option ²³. A significant operational development 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") ²⁴. This agreement outlines a two-step merger process where the Company will merge into the Purchaser, and subsequently, the Merger Sub will merge into HDE, making HDE a wholly-owned subsidiary of the Purchaser ²⁵. The aggregate consideration for HDE's existing shareholders and equity award holders 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, with potential for up to an additional 2,000,000 Purchaser Ordinary Shares if certain stock price targets are met ²⁶.

The Company's primary objective is to complete its initial Business Combination, specifically with HDEducation Group Limited, as outlined in the Merger Agreement dated September 25, 2025 ²⁷. 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 ²⁸. There is also a potential for an additional 2,000,000 Purchaser Ordinary Shares to vest for certain HDE shareholders and equity award holders if the volume weighted average price of Purchaser Ordinary Shares reaches or exceeds $15.00 over any 20 trading days within a 30-trading day period, from one month after the closing date until two years from the closing date ²⁹. The consummation of this proposed merger is subject to certain conditions as further described in the Merger Agreement ³⁰.

The Company intends to focus its acquisition strategy on businesses in the consumer goods industry, an area it believes has an optimistic growth trajectory ³¹. The target businesses are expected to have a total enterprise value between $100,000,000 and $600,000,000 ³². Key investment criteria include seeking companies with a competitive advantage, defensible products and services, a strong management team with a track record of execution and growth, and readiness to operate as a public company, leveraging capital markets for growth and shareholder value ³³. The Company's management team, including Mr. Xiangge Liu, Mr. Heyi Chen, Ms. Prescille Chu Cernosia, and Mr. Huachen Zhang, is expected to capitalize on their experience and networks in sourcing, structuring, and consummating a business combination ³⁴.

The Company expects to continue incurring significant costs as a publicly traded company, including legal, financial reporting, accounting, and auditing compliance expenses, as well as due diligence expenses related to identifying and completing a Business Combination ³⁵. The Company's liquidity needs are currently satisfied by the net proceeds from the IPO and Private Placement held outside the Trust Account ³⁶. Management does not believe it will 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, potentially through issuing additional securities or incurring debt ³⁷.

The Company's capital allocation plans include using substantially all funds held in the Trust Account, including interest earned (less income taxes payable), to complete its Business Combination ³⁸. If share capital or debt is used as consideration, remaining Trust Account proceeds will be used for working capital to finance the target business's operations, make other acquisitions, and pursue growth strategies ³⁹. Up to $1,150,000 of Working Capital Loans from the Sponsor or affiliates may be convertible into units at $10.00 per unit at the lender's option ⁴⁰. The Sponsor or its affiliates may also provide Extension Loans of $550,000 ($0.10 per share) for each three-month extension, up to an aggregate of $1,100,000, to extend the Business Combination period ⁴¹.

Management has identified that the Company's ability to continue as a going concern is dependent on completing a business combination by June 16, 2026, or obtaining an extension ⁴². Failure to do so would result in mandatory liquidation and dissolution, raising substantial doubt about the Company's ability to continue as a going concern ⁴³. Geopolitical factors, such as rising trade tensions between the U.S. and China, and global conflicts (e.g., Venezuela, Russia/Belarus/Ukraine, Hamas/Iran/Lebanon/Israel), may increase market volatility and economic uncertainties, potentially affecting the Company's ability to consummate a Business Combination or the operations of a target business ⁴⁴. The ability to raise equity and debt financing may also be impacted by these events ⁴⁵.

The Company faces material risks primarily related to its status as a blank check company. The most significant risk is the uncertainty surrounding its ability to complete an initial business combination within the Combination Period, which is 12 months from the IPO closing (or up to 18 months with extensions) ⁴⁶. Failure to consummate a business combination by June 16, 2026, would lead to mandatory liquidation and dissolution, raising substantial doubt about the Company's ability to continue as a going concern ⁴⁷. In such an event, the 1,375,000 Class B ordinary shares held by the Sponsor, purchased for $25,000 (approximately $0.018 per share) ⁴⁸, and all 277,000 Private Placement Units, purchased for $2,770,000 ($10.00 per unit) ⁴⁹, would become worthless, as the Sponsor is not entitled to participate in any redemption or distribution from the Trust Account with respect to these securities ⁵⁰. This creates a conflict of interest for the Sponsor and management in evaluating potential business combinations. Furthermore, the proceeds in the Trust Account, which are anticipated to be approximately $10.00 per public share ⁵¹, could be subject to claims from creditors with higher priority than public shareholders, potentially reducing the per-share redemption amount ⁵². The Company's Sponsor has agreed to be liable for claims that reduce the Trust Account below $10.00 per public share, but the Company has not independently verified the Sponsor's ability to satisfy these obligations, and the Sponsor's only assets are believed to be Company securities ⁵³. Conflicts of interest also arise from the Company's officers and directors having fiduciary or contractual obligations to other entities, including other blank check companies, which may compete for acquisition opportunities, potentially affecting the Company's ability to complete its initial business combination ⁵⁴. Cybersecurity risks are also present due to reliance on third-party digital technologies, and the Company, as an early-stage entity, lacks significant investments in data security protection and sufficient resources to adequately protect against or remediate cyber incidents ⁵⁵.

Management's message to shareholders emphasizes the Company's commitment to completing its initial business combination, specifically highlighting the Merger Agreement with HDEducation Group Limited ⁵⁶. The strategic priorities revolve around leveraging the extensive experience and networks of the management team, including Mr. Xiangge Liu, Mr. Heyi Chen, Ms. Prescille Chu Cernosia, and Mr. Huachen Zhang, to identify and execute an attractive acquisition within the consumer goods industry ⁵⁷. Management aims to acquire growth businesses with an enterprise value between $100,000,000 and $600,000,000, focusing on companies with competitive advantages, strong management teams, and readiness for public markets ⁵⁸. A key forward-looking statement is the aggregate consideration of $300,000,000 for HDE, to be paid entirely in stock, with potential earnout shares of up to an additional 2,000,000 Purchaser Ordinary Shares if the volume weighted average price of Purchaser Ordinary Shares reaches $15.00 ⁵⁹. Management acknowledges the going concern risk if a business combination is not completed by June 16, 2026, and plans to address liquidity needs through Working Capital Loans from the Sponsor if necessary, with up to $1,150,000 of such loans convertible into units at $10.00 per unit ⁶⁰.