UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 6, 2023
Date of Report (Date of earliest event reported)
A SPAC I Acquisition Corp.
(Exact name of registrant as specified in its charter)
| British Virgin Islands |
|
001-41285 |
|
N/A |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore, 018983 |
|
N/A |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (65) 6818-5796
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A Ordinary Share, no par value, three-fourths (3/4) of one redeemable Warrant and one Right to acquire one-tenth (1/10) of one Class A Ordinary Share |
|
ASCAU |
|
The Nasdaq Stock Market LLC |
| Ordinary Shares |
|
ASCA |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
ASCAW |
|
The Nasdaq Stock Market LLC |
| Rights |
|
ASCAR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement.
Second Amendment to the Merger Agreement
As previously disclosed on February 16, 2023,
A SPAC I Acquisition Corp., a British Virgin Islands business company (“A SPAC I” or “Parent”), entered into a
Merger Agreement dated as of February 15, 2023, as amended by the First Amendment to Merger Agreement dated as of June 12, 2023 (together,
the “Merger Agreement”), by and among (i) A SPAC I, (ii) NewGenIvf Limited, a Cayman Islands exempted company (“NewGenIvf”),
(iii) certain shareholders of NewGenIvf (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”),
(iv) A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (“Purchaser”), and (v) A SPAC I Mini Sub Acquisition
Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Purchaser (“Merger Sub”). Pursuant to the terms of
the Merger Agreement, a business combination between A SPAC I and NewGenIvf will be effected in two steps: (i) A SPAC I will merge with and into Purchaser, with Purchaser remaining as the surviving publicly traded entity; and
(ii) Merger Sub will be merged with and into NewGenIvf resulting in NewGenIvf being a wholly-owned subsidiary of Purchaser (collectively,
the “Business Combination”). Defined terms not otherwise defined herein shall the meanings ascribed to such terms in the Merger
Agreement.
On December 6, 2023, A SPAC I entered into
the Second Amendment to Merger Agreement (the “Second Amendment”) with NewGenIvf, the Principal Shareholders, Purchaser and
Merger Sub, that amended and modified the Merger Agreement to, among other things, (i) reduce the size of Purchaser’s board of directors
following the consummation of the Business Combination to five (5) directors, two (2) of whom will be executive directors designated by
NewGenIvf and three (3) of whom will be designated by NewGenIvf to serve as independent directors in accordance with Nasdaq requirements,
(ii) provide for the conversion of the Company Shares issued by NewGenIvf following the original date of the Merger Agreement into Purchaser
Class A Ordinary Shares in connection with the Acquisition Merger, and (iii) remove the condition that Parent shall have in excess of
$5,000,000 in net tangible assets immediately after the Closing.
The foregoing description of the Second Amendment
is not complete and is subject to and qualified in its entirety by reference to the full text of the Second Amendment which is filed as
Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.
Important Notice Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains certain
“forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both
as amended. Statements that are not historical facts, including statements about the pending transactions among Purchaser Parties and
Company Group and the transactions contemplated thereby, and the parties’ perspectives and expectations, are forward-looking statements.
Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise
value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities,
anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance
of the combined company, and the expected timing of the transactions. The words “expect,” “believe,” “estimate,”
“intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements
are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about
general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially
from those indicated or anticipated.
Such risks and uncertainties include, but are
not limited to: (i) risks related to the expected timing and likelihood of completion of the pending transaction, including the risk that
the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval
for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals;
(ii) risks related to the ability of Parent, Purchaser and NewGenIvf to successfully integrate the businesses; (iii) the occurrence of
any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk
that there may be a material adverse change with respect to the financial position, performance, operations or prospects of NewGenIvf,
Parent or Purchaser; (v) risks related to disruption of management time from ongoing business operations due to the proposed transaction;
(vi) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Parent’s
securities; (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of NewGenIvf,
Parent and Purchaser to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers
and on their operating results and businesses generally; (viii) the risk that the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those synergies; and (ix) risks associated with the financing of the proposed
transaction. A further list and description of risks and uncertainties can be found in Parent’s IPO prospectus filed with the SEC
and in the Registration Statement on Form F-4 and proxy statement/prospectus that will be filed with the SEC by Purchaser in connection
with the proposed transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance
on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Purchaser Parties, NewGenIvf,
and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date
they were made except as required by law or applicable regulation.
Additional Information and Where to Find
It
In connection with the transaction described herein,
Parent and Purchaser will file relevant materials with the SEC, including the Registration Statement on Form F-4 and a proxy statement/prospectus.
The proxy statement/prospectus and a proxy card will be mailed to shareholders of Parent as of a record date to be established for voting
at the shareholders’ meeting relating to the proposed transactions. Shareholders will also be able to obtain a copy of the Registration
Statement on Form F-4 and proxy statement/prospectus without charge from Parent and Purchaser. The Registration Statement on Form F-4
and proxy statement/prospectus, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing
to Parent at Level 39, Marina Bay Financial Centre, Tower 2, 10 Marina Boulevard, Singapore 018983. INVESTORS AND SECURITY HOLDERS OF
PARENT ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTIONS THAT PARENT AND PURCHASER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT PARENT, PURCHASER, NEWGENIVF AND THE TRANSACTIONS.
Participants in Solicitation
The Purchaser Parties, NewGenIvf, certain shareholders
of Parent, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the
solicitation of proxies from the holders of Parent ordinary shares in respect of the proposed transaction. Information about Parent’s
directors and executive officers and their ownership of Parent’s ordinary shares is set forth in Parent’s Registration Statement
on Form S-1 filed with the SEC. Other information regarding the interests of the participants in the proxy solicitation will be included
in the proxy statement/prospectus pertaining to the proposed transaction when it becomes available. These documents can be obtained free
of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act, or an exemption therefrom.
Item 9.01 Exhibits
| * | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant
hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 6, 2023 |
|
| |
|
| A SPAC I ACQUISITION CORP. |
|
| |
|
| By: |
/s/ Claudius Tsang |
|
| Name: |
Claudius Tsang |
|
| Title: |
Chief Executive Officer and Chief Financial Officer |
|
3
Exhibit
2.1
SECOND
AMENDMENT TO MERGER AGREEMENT
This
SECOND AMENDMENT TO MERGER AGREEMENT (this “Amendment”), dated as of December 6, 2023, is entered into by
and among (i) NewGenIvf Limited, a Cayman Islands exempted company (the “Company”), (ii) certain shareholders of the
Company (each, a “Principal Shareholder” and collectively the “Principal Shareholders”), (iii)
A SPAC I Acquisition Corp., a British Virgin Islands business company (“Parent”), (iv) A SPAC I Mini Acquisition Corp.,
a British Virgin Islands business company (“Purchaser”) and (v) A SPAC I Mini Sub Acquisition Corp., a Cayman Islands
exempted company and wholly-owned subsidiary of Purchaser (the “Merger Sub”).
RECITALS
WHEREAS,
the Company, the Principal Shareholders, Parent, Purchaser and the Merger Sub entered into that certain Merger Agreement dated as of
February 15, 2023, as amended by the First Amendment to Merger Agreement dated as of June 12, 2023 (together, the “Merger Agreement”);
WHEREAS,
Section 14.2 of the Merger Agreement provides that the Merger Agreement may be amended by a writing signed by each of the Purchaser Parties
(prior to the Reincorporation Effective Time), the Company and the Principal Shareholders; and
WHEREAS,
the parties hereto wish to make certain amendments to the Merger Agreement as set forth in this Amendment.
NOW,
THEREFORE, in consideration of the premises, the mutual covenants set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
| 1. | Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed
to them in the Merger Agreement. |
| 2.1 | Definitions.
Section 1.66 of the Merger Agreement is amended and restated in its entirety to read as follows: |
“1.66
‘Registration Rights Agreement’ means the agreement governing the resale of the Closing Payment Shares and the Additional
Closing Shares, in the form attached hereto as Exhibit D.”
| 2.2 | Acquisition
Merger. Section 3.3 of the Merger Agreement is amended and restated in its entirety as
follows: |
“3.3
Board of Directors. (i) Immediately after the Closing, the officers and the board of directors of the Surviving Corporation shall
be constituted by the same persons as the officers and board of directors of the Company immediately prior to the Closing; and (ii) Immediately
after the Closing, the Reincorporation Surviving Corporation’s board of directors shall consist of five (5) directors, two (2)
of whom will be executive directors designated by the Company prior to the Closing, and three (3) of whom will be designated by the Company
to serve as independent directors in accordance with Nasdaq requirements.”
| 2.3 | Consideration.
Article IV of the Merger Agreement is amended as follows: |
| (a) | Section
4.1(a) of the Merger Agreement is amended and restated in its entirety as follows: |
“(a)
Conversion of Ordinary Share. At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of
the Parent, the Purchaser, the Merger Sub, the Company or the Shareholders of the Company, (i) each Company Share issued and outstanding
immediately prior to the Effective Time (other than the Company Shares issued by the Company following the date of this Agreement (i.e.,
February 15, 2023) (the “Additional Shares”) and the Excluded Shares and Dissenting Shares, each as defined below) shall
be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Shares
for such number of Company Shares (the “Applicable Per Share Merger Consideration”) as specified on Exhibit B
hereto and (ii) each Additional Share issued and outstanding immediately prior to the Effective Time shall be canceled and automatically
converted into the right to receive the number of Purchaser Class A Ordinary Shares as specified on Exhibit B (the “Additional
Closing Shares”). For avoidance of any doubt, each Shareholder of the Company will cease to have any rights with respect to
the Company Shares, except the right to receive the applicable Purchaser Ordinary Shares pursuant to this Agreement.”
| (b) | Section
4.1(f) of the Merger Agreement is amended and restated in its entirety as follows: |
“(f)
Surrender of Certificates. All securities issued upon the surrender of Company Shares in accordance with the terms hereof shall
be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the
sale and transfer of such Company Shares shall also apply to the Closing Payment Shares and the Additional Closing Shares so issued in
exchange.”
| (c) | Section
4.1(h) of the Merger Agreement is amended and restated in its entirety as follows: |
“(h)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this
Agreement and the Effective Time, any change in the outstanding securities of the Company, the Parent Ordinary Shares or the Purchaser
Ordinary Shares shall occur (other than the issuance of additional shares of the Company or Purchaser or Parent as permitted by this
Agreement, including, without limitation, the issuance of the Additional Shares), including by reason of any reclassification, recapitalization,
share split (including a reverse share split), or combination, exchange, readjustment of shares, or similar transaction, or any share
dividend or distribution paid in shares, the Closing Payment Shares and any other amounts payable pursuant to this Agreement shall be
appropriately adjusted to reflect such change; provided, however, that this sentence shall not be construed to permit Parent, Purchaser
or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.”
| (d) | Section
4.2(a) of the Merger Agreement is amended and restated in its entirety as follows: |
“(a)
Upon and subject to the terms and conditions of this Agreement, at the Effective Time, the Purchaser shall issue to each Shareholder
such number of Purchaser Ordinary Shares opposite such Shareholder’s name on Exhibit B.”
| 2.4 | Share Capital. Section 5.5(a) of the Merger Agreement is amended and restated in its entirety as
follows: |
“(a) Share Capital. The
authorized share capital of the Company is $50,000, divided into 5,000,000 ordinary shares of a nominal or par value $0.01 each (the “Company
Shares”), 601,830 of which were issued and outstanding as of the date of this Agreement (i.e., February 15, 2023) and 698,123
of which are issued and outstanding as of the Closing Date. No Company Share is held in its treasury. All of the issued and outstanding
Company Shares have been duly authorized and validly issued, duly registered, are fully paid and non-assessable, and are not subject to
any preemptive rights or have been issued in violation of any preemptive or similar rights of any Person. All of the issued and outstanding
Company Shares are owned legally and beneficially by the Persons set forth on Exhibit B. The only Company Shares that will be issued
and outstanding immediately after the Closing will be the Company Shares owned by the Purchaser. No other class in the share capital of
the Company is authorized or issued or outstanding.”
| 2.5 | Representations
and Warranties of Purchaser Parties. Section 6.6 of the Merger Agreement is amended and
restated in its entirety as follows: |
“6.6
Issuance of Shares. The Purchaser Ordinary Shares to be issued in the Acquisition Merger pursuant to this Agreement, including,
without limitation, the Closing Payment Shares and the Additional Closing Shares, when issued in accordance with this Agreement, will
be duly authorized and validly issued, and will be fully paid and nonassessable, free and clear of any Liens and not subject to or issued
in violation of any right of any third party pursuant to any contract to which the Purchaser Parties are bound, applicable Law or the
Purchaser Parties’ Organizational Documents.”
| 2.6 | Conditions
to Closing. Article X of the Merger Agreement is amended as follows: |
| (a) | Section
10.1(g) of the Merger Agreement is deleted in its entirety. |
| (e) | Section
10.3(i) of the Merger Agreement is amended and restated in its entirety as follows: |
“(i)
Parent shall remain listed on Nasdaq and the additional listing application for the Closing Payment Shares and the Additional Closing
Shares shall have been approved for listing by Nasdaq. As of the Closing Date, Parent shall not have received any written notice from
Nasdaq that it has failed, or would reasonably be expected to fail to meet the Nasdaq listing requirements as of the Closing Date in
any material respects, where such notice has not been subsequently withdrawn by Nasdaq or the underlying failure appropriately remedied
or satisfied. The additional listing application for the Closing Payment Shares and the Additional Closing Shares shall have been approved
for listing by Nasdaq and the Company shall reasonably cooperate with Parent with respect to such listing.”
| 2.7 | Amendment
of Exhibit B of the Merger Agreement. The information set forth on Exhibit B of
the Merger Agreement is deleted and replaced in its entirety with the information set forth
on Annex 1 attached hereto. |
| 2.8 | Amendment
of Exhibit D of the Merger Agreement. The information set forth on Exhibit D of
the Merger Agreement is amended as follows: |
| (a) | The
paragraph beginning with “Registrable Securities” of Section 1, Definitions,
is deleted and replaced in its entirety as the follows: |
“‘Registrable Securities’ means (a) all shares of Common Stock or any other equity security (including shares of Common Stock
issued or issuable upon the exercise of any other equity security) (i) issued or issuable to Investors in connection with the Business
Combination (including shares of Common Stock that may be issued after the closing of the Business Combination pursuant to the Merger
Agreement, including for the avoidance of doubt the Closing Payment Shares, the Additional Closing Shares and the Earnout Shares) and
(ii) held by the Sponsor Group immediately after the closing of the Business Combination (including shares of Common Stock acquired by
the Sponsor Group in connection with the Business Combination and underlying the Private Warrants) and (b) Warrants held by the Sponsor
Group immediately after the closing of the Business Combination (including shares of Common Stock underlying such Warrants). Registrable
Securities include any Warrants, shares of capital stock or other securities of the Company, or any successor, issued or issuable with
respect to any securities referred to in (a) and (b) above as a dividend or other distribution with respect to or in exchange for or
in replacement of such securities or in connection with a combination of shares, recapitalization, merger, consolidation, spin-off, reorganization
or similar transaction (including shares of Common Stock underlying the Warrants). As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall
have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance
with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for them not bearing a
legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require
registration under the Securities Act; (C) such securities shall have ceased to be outstanding; or (D) the Registrable Securities are
freely saleable under Rule 144 under the Securities Act without volume limitations.”
| 2.9 | Amendment
of Schedule 8.8 of the Merger Agreement. The information set forth on Schedule 8.8 of
the Merger Agreement is hereby deleted and replaced in its entirety with the information
set forth on Annex 2 attached hereto. |
| 3. | No
Other Amendments; Effect of Amendment. Except for the amendments expressly set forth
in this Amendment, the Merger Agreement shall remain unchanged and in full force and effect.
This Amendment shall form a part of the Merger Agreement for all purposes, and the parties
thereto and hereto shall be bound hereby. From and after the execution of this Amendment
by the parties hereto, any reference to the Merger Agreement shall be deemed a reference
to the Merger Agreement as amended hereby. This Amendment shall be deemed to be in full force
and effect from and after the execution of this Amendment by the parties hereto. |
| 4. | Incorporation
by Reference. Each of the provisions under Article XII (Dispute Resolution), Section
14.8 (Governing Law) and Section 14.9 (Counterparts; Facsimile Signatures) of the Merger
Agreement shall be incorporated into this Amendment by reference as if set out in full herein,
mutatis mutandis. |
| 5. | Further
Assurance. Each party hereto shall execute and deliver such documents and take such action,
as may reasonably be considered within the scope of such party’s obligations hereunder,
necessary to effectuate the transactions and matters contemplated by this Amendment. |
[The
remainder of this page intentionally left blank; signature pages to follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
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Parent: |
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A SPAC I ACQUISITION CORP. |
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By: |
/s/
Claudius Tsang |
| |
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Name: |
Claudius Tsang |
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Title: |
CEO |
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Purchaser: |
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A SPAC I MINI ACQUISITION CORP. |
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By: |
/s/
Claudius Tsang |
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Name: |
Claudius Tsang |
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Title: |
Authorised signatory |
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Merger Sub: |
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A SPAC I MINI SUB ACQUISITION CORP. |
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By: |
/s/
Claudius Tsang |
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Name: |
Claudius Tsang |
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Title: |
Authorised signatory |
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
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Company: |
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NewGenIvf Limited |
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By: |
/s/
Alfred Siu |
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Name: |
Alfred Siu |
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Title: |
Director |
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
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Principal Shareholders: |
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By: |
/s/ Siu Wing Fund, Alfred |
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Siu Wing Fund, Alfred |
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By: |
/s/ Fong Hei Yue, Tina |
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|
Fong Hei Yue, Tina |
7
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