Loading BSAAU…
BSAAU • CIK 0002051587
Note 1 — Description of Organization and Business Operations BEST SPAC I Acquisition Corp. (the “Company”) is blank check company incorporated as a British Virgin Island (“BVI”) business company on December 13, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). Although there is no restriction or limitation on what industry or geographic region the Company’s target operates in, it is the Company’s intention to pursue prospective targets that are in the consumer goods industry. The 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. As of December 31, 2025, the Company had not commenced any operations. All activities for the period from December 13, 2024 (inception) through December 31, 2025 relate to the Company’s formation and its initial public offering (the “IPO”) described below, and subsequent to the IPO, identifying a target company for a Business Combination and the negotiation with the potential targets for an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and investments held in Trust Account from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Best SPAC I (Holdings) Corp., a BVI business company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on June 12, 2025 (the “Effective Date”). On June 16, 2025, the Company consummated the IPO of 5,500,000 units (the “Units”). Each Unit consists of one Class A ordinary share, no par value per share, and one right to receive of one-tenth of one Class A ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $55,000,000. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 277,000 units (the “Private Placement Units”) to the Sponsor, at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,770,000, which is described in Note 4. The Company granted the underwriters a 45-day option to purchase up to an additional 825,000 Units at the IPO price to cover over-allotments, if any, which expired unexercised on July 27, 2025. On July 30, 2025, the Sponsor forfeited 206,250 Founder Shares (as defined below) for no consideration as the underwriters of the IPO did not exercise the over-allotment option. Total transaction costs amounted to $1,518,116, consisting of $550,000 underwriting commissions which was paid in cash at the closing date of the IPO, the fair value of $544,500 of the Representative Shares (discussed below), and $423,616 of other offering costs. At the closing date of the IPO, cash of $1,919,995 was held outside of the Trust Account (as defined below) and is available for the payment of the promissory note (see Note 5), payment of accrued expenses and for working capital purposes. Following the closing of the IPO on June 16, 2025, an amount of $55,000,000 ($10.00 per Unit) from the net proceeds of the sale of Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The funds placed in the Trust Account are initially to be held in cash, including demand deposit accounts at a bank, or invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit accounts).…