BEST SPAC I Acquisition Corp.

Company overview

BEST SPAC I Acquisition Corp. is a blank-check company (Special Purpose Acquisition Company, SPAC) incorporated in the British Virgin Islands on December 13, 2024. Its purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

Financial overview

• IPO (June 16, 2025)
  • Sold 5,500,000 Units at $10.00 per Unit
  • Gross proceeds: $55,000,000
• Private placement (concurrent with IPO)
  • 277,000 Private Placement Units sold to the Sponsor at $10.00 per Unit
  • Proceeds: $2,770,000
• Over-allotment option: 825,000 Units (45-day option to cover over-allotments); expired unexercised
• Founders and promotions
  • On July 30, 2025, the Sponsor forfeited 206,250 Founder Shares for no consideration (underwriter did not exercise over-allotment)
  • Maxim Group LLC (and designees) received 247,500 Representative Class A shares for no consideration

Trust Account

• Amount placed: $55,000,000
• Trustee: Continental Stock Transfer & Trust Company
• Purpose: funds reserved for public shareholders and underwriters; interest income may be used to pay taxes
• Withdrawal mechanics: trust funds (plus interest net of taxes) are released only upon specified events described in the prospectus, such as completion of the initial Business Combination or redemption under certain shareholder actions

Use of funds

The company has no operating revenue. Non-operating income is expected solely from interest on cash and cash equivalents in the Trust Account.

Corporate and operational status (as of 12/31/2025)

• Operations: None commenced; activities through 12/31/2025 were organizational and preparatory for the IPO and pursuit of a Business Combination
• Revenue: None; anticipated non-operating income from Trust Account interest until a Business Combination is completed
• Employees: One officer reported; no full-time employees anticipated prior to a Business Combination
• Headquarters: Hong Kong — 701, 7/Floor United Building, 17-19 Jubilee Street

Proposed Business Combination

• Parties
  • Target: HDEducation Group Limited (HDE), a Cayman Islands exempted company
  • Purchaser: High Distinction Group Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Company
  • Merger Sub: BEST SPAC I Mini Sub Acquisition Corp., a subsidiary of the Company
• Structure and timing
  • Reincorporation Merger: SPAC merges into Purchaser; Purchaser survives and SPAC ceases to exist as a separate entity
  • Acquisition Merger: Merger Sub merges into HDE; HDE survives as a subsidiary of Purchaser under Cayman Islands law
• Consideration
  • Aggregate value to HDE equity holders: $300,000,000, paid entirely in Purchaser Ordinary Shares (Class A and Class B) valued at $10.00 per share, plus any additional Class A Ordinary Shares required by the Merger Agreement
  • Potential issuance of up to 2,000,000 Purchaser Ordinary Shares to certain HDE shareholders if a performance condition is met (VWAP ≥ $15.00 for 20 trading days within a 30-day period); vesting begins one month after closing and lasts up to two years
• Conditions and approvals
  • Standard representations, warranties and covenants
  • Voting and support agreements with Supporting Shareholders (Sponsor, HDE shareholders, and certain other holders)
  • Lock-up and transfer restrictions on shares owned by Supporting Shareholders prior to the Acquisition/Merger
• Valuation mechanism and fairness opinions
  • If the target is affiliated with the Sponsor, officers or directors, or if the Board cannot independently determine fair market value, an independent valuation opinion will be obtained

Acquisition strategy and target criteria

• Industry focus: consumer goods; global target search without jurisdictional restriction
• Target size: primary focus on growth businesses with total enterprise value of $100 million to $600 million, with possible exceptions
• Desired attributes:
  • Defensible products/services and differentiated solutions
  • Strong, credible management capable of operating in public markets
  • Readiness to be public and ability to access capital markets
• Ownership considerations: post-transaction structure typically intended to own 50% or more of the target’s voting securities or otherwise obtain control to avoid registration as an investment company under the Investment Company Act
• Affiliation: the SPAC is not prohibited from pursuing a combination with an affiliated target; an independent valuation opinion will be obtained if affiliation exists
• Multiple targets: generally not expected to acquire multiple unrelated businesses in a single initial Business Combination
• 80% Trust Asset Rule: Nasdaq-listed combinations require target(s) to have an aggregate fair market value of at least 80% of the Trust Account assets at signing of a definitive agreement, subject to adjustments and potential independent opinions

Redemption and liquidation

• Redemption rights: public shareholders may redeem all or a portion of their public shares for cash at a price equal to the Trust Account balance per public share (subject to taxes and other adjustments)
• Founder and private placement securities: no redemption rights with respect to Founder Shares, Private Placement Units, Private Placement Shares, or Private Placement Rights upon completion of the initial Business Combination
• Time limits and extensions: initial combination period is 12 months from the IPO, extendable by up to 6 months (to 18 months total) via sponsor extension
• If no Business Combination is completed within the permitted period:
  • Public shares will be redeemed at the Trust Account balance per share, subject to applicable adjustments
  • The company will move toward voluntary liquidation under British Virgin Islands law and dissolution; notice to creditors and potential creditor claims may affect distribution timing and amounts
• Special protections and indemnities
  • Sponsor and certain insiders are contractually obligated to waive redemption rights with respect to their Founder Shares, Private Placement Shares, and Representative Shares if a Business Combination is completed
  • Sponsor provides an indemnity for claims that would reduce trust assets below $10.00 per share, subject to limitations and potential unenforceability against third parties; other officers and directors do not provide indemnification for third-party claims related to trust assets

Corporate governance and conflicts of interest

• Officers and directors may have fiduciary duties to other entities, which could create conflicts when sourcing acquisition opportunities
• The company renounces its interest in corporate opportunities offered to directors or officers unless those opportunities are offered solely in their capacity as SPAC directors or officers
• Management and the Sponsor may be involved in other SPACs and related opportunities, which can create overlapping time commitments and deal windows

Management team

• Xiangge Liu — Chief Executive Officer, Chief Financial Officer, and Chairman; 25+ years of experience in private equity, project finance, and advisory services
• Huachen Zhang — Independent Director; expertise in finance, investment management, and business strategy
• Heyi Chen — Independent Director; nearly two decades in investment and asset management
• Prescille Chu Cernosia — Independent Director; 20+ years in fundraising and management roles across North America and Asia

Corporate footprint and office

• Principal executive offices: 701, 7/Floor United Building, 17-19 Jubilee Street, Hong Kong
• Trust Account administration is managed through the trustee; the company’s operational presence is limited to corporate and trust administration activities