BEST SPAC I Acquisition reports net loss of $109,803
- Form
- 10-Q
- Filed
- Importance
- Notable
- Accession
- 0001213900-26-116408
- Net loss: $109,803 for the three months ended Sep 30, 2026
- Cash and equivalents: $0 at Sep 30, 2026
- Investments held in Trust Account: $1,760,238 as of Sep 30, 2026
Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.
Going-concern warning repeated
“Concern", management has determined that these conditions raise substantial doubt about the Company's ability to continue as a going concern.”
Also in the prior 10-Q (filed Aug 6, 2026). Prior report Prior on EDGAR
SPAC · warning tied to its merger deadline (Business combination deadline June 16, 2027)
Quoted from the filing. Not advice.
What changed
2 changes since the June 2026 10-Q
Compared with the 10-Q 0001213900-26-086168, filed Aug 6, 2026.
Net income down 166% from Jun 30
−$110K, was $167K.
From the filings
Before
$167KNow
−$110KCash down 9.6% from Jun 30
$1M, was $1.1M.
From the filings
Before
$1.1MNow
$1M
Show the redline
Section by section. Added words and removed words against the earlier filing.
Cover page 3 changes
3 unchanged paragraphs
For the quarter ended June September 30, 2026
27 unchanged paragraphs
As of August 6, November 5, 2026, 691,213 Class A ordinary shares, including Class A ordinary shares underlying the units, and 1,375,000 Class B ordinary shares were issued and outstanding.
1 unchanged paragraph
FORM 10-Q FOR THE QUARTER ENDED JUNE SEPTEMBER 30, 2026
1 unchanged paragraph
Exhibits 3 changes
1 unchanged paragraph
Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect,"
This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. The Company has based these forward-looking statements on its current expectations and projections about future events. All statements, other than statements of historical fact, included in this Form 10-Q Quarterly Report, including, without limitation, statements in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate,"
"believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. They are subject to known and unknown risks, uncertainties and assumptions about the Company that may cause the Company's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including the risk that the conditions of an initial business combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 which was filed with the U.S. Securities and Exchange Commission (the "SEC") on February 9, 2026 and the Company's final prospectus for its initial public offering filed with the SEC on June 13, 2025 (the "Prospectus") and in its other filings filed with the SEC. The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. . Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
1 unchanged paragraph
Financial statements 140 changes
2 unchanged paragraphs
Prepaid expenses 99,007 125,886
AS OF JUNE SEPTEMBER 30, 2026 AND DECEMBER 31, 2025
Cash $ 1,112,525 1,006,248 $ 1,295,059
Prepaid expenses 66,214 125,886
Total current assets 1,211,532 1,072,462 1,420,945
Investments held in Trust Account 1,744,299 1,760,238 56,200,264
Total Assets $ 2,955,831 2,832,700 $ 57,621,209
1 unchanged paragraph
Due to a related party 12,013 —
Accounts payable and accrued expenses $ 181,702 180,387 $ 152,972
Total current liabilities 193,715 180,387 152,972
1 unchanged paragraph
Class A ordinary shares, no par value; 100,000,000 shares authorized; 166,713 shares and 5,500,000 shares issued and outstanding subject to possible redemption as of June September 30, 2026 and December 31, 2025, respectively 1,744,299 1,760,238 54,944,860
1 unchanged paragraph
Preference Preferred shares, no par value; 1,000,000 shares authorized; none issued and outstanding as of June September 30, 2026 and December 31, 2025 — —
Class A ordinary shares, no par value; 100,000,000 shares authorized; 524,500 shares issued and outstanding (excluding 166,713 shares and 5,500,000 shares subject to possible redemption) as of June September 30, 2026 and December 31, 2025, respectively — —
Class B ordinary shares, no par value; 10,000,000 shares authorized; 1,375,000 shares issued and outstanding as of June September 30, 2026 and December 31, 2025 (1) — —
1 unchanged paragraph
Retained earnings 1,017,817 646,853
Retained earnings 892,075 646,853
Total shareholders' equity 1,017,817 892,075 2,523,377
Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders' Equity $ 2,955,831 2,832,700 $ 57,621,209 (1) Class B ordinary shares have been retroactively restated to reflect the Sponsor's forfeiture of 206,250 Founder Shares on July 30, 2025 for no consideration as the underwriters of the IPO did not exercise the over-allotment option (see Note 5).
4 unchanged paragraphs
General and administrative expenses $ 124,997 $ 93,555 $ 270,131 $ 134,223
Loss from Operations ( 124,997 ) ( 93,555 ) ( 270,131 ) ( 134,223 )
Interest income 9,536 — 19,975 —
Interest earned on investment held in Trust Account 282,263 87,764 776,429 87,764
Income (loss) before tax expense 166,802 ( 5,791 ) 526,273 ( 46,459 )
Net income (loss) $ 166,802 $ ( 5,791 ) $ 526,273 $ ( 46,459 )
FOR THE THREE AND SIX NINE MONTHS ENDED JUNE 30, SEPTEMBER
General and administrative expenses $ 134,489 $ 423,606 $ 404,620 $ 557,829
Loss from Operations ( 134,489 ) ( 423,606 ) ( 404,620 ) ( 557,829 )
Interest income 24,686 589,141 821,090 676,905
Gain on expiration of over-allotment option liability - 74,829 - 74,829 (Loss) income before tax expense ( 109,803 ) 240,364 416,470 193,905
Net (loss) income $ ( 109,803 ) $ 240,364 $ 416,470 $ 193,905
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 3,038,483 846,154 4,262,442 425,414 166,713 5,500,000 2,882,196 2,135,531
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.14 0.03 $ 0.14 0.09 $ 0.23 0.37 $ 0.33 0.35
Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption (1) 1,899,500 1,455,692 1,966,755 1,899,500 1,415,569 1,738,061
Basic and diluted net loss per share, Class A and Class B ordinary shares not subject to redemption $ ( 0.14 0.06 ) $ ( 0.09 0.13 ) $ ( 0.24 0.34 ) $ ( 0.13 0.32 )
6 unchanged paragraphs
FOR THE THREE AND SIX NINE MONTHS ENDED JUNE 30, SEPTEMBER
FOR THE THREE AND SIX NINE MONTHS ENDED JUNE 30, SEPTEMBER
10 unchanged paragraphs
Subsequent measurement of ordinary shares subject to redemption (interest earned on Trust Account) — — — — — ( 15,939 ) ( 15,939 )
Net loss — — — — — ( 109,803 ) ( 109,803 )
Balance as of September 30, 2026 (Unaudited) 524,500 $ — 1,375,000 $ — $ — $ 892,075 $ 892,075
FOR THE THREE AND SIX NINE MONTHS ENDED JUNE 30, SEPTEMBER
9 unchanged paragraphs
Balance as of June 30, 2025 (Unaudited) 524,500 $ — 1,375,000 $ — $ 4,322,163 $ ( 49,459 ) $ 4,272,704 (1) Class B ordinary shares have been retroactively restated to reflect the Sponsor's forfeiture of 206,250 Founder Shares on July 30, 2025 for no consideration as the underwriters of the IPO did not exercise the over-allotment option (see Note 5).
Subsequent measurement of ordinary shares subject to redemption (interest earned on Trust Account) — — — — ( 575,529 ) — ( 575,529 )
Accretion of carrying value of ordinary shares subject to possible redemption to redemption value — — — — ( 662,384 ) — ( 662,384 )
Net income — — — — — 240,364 240,364
Balance as of September 30, 2025 (Unaudited) 524,500 $ — 1,375,000 $ — $ 3,084,250 $ 190,905 $ 3,275,155 (1) Class B ordinary shares have been retroactively restated to reflect the Sponsor's forfeiture of 206,250 Founder Shares on July 30, 2025 for no consideration as the underwriters of the IPO did not exercise the over-allotment option (see Note 5).
4 unchanged paragraphs
FOR THE SIX MONTHS ENDED JUNE 30, 2026 and 2025
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026
For the Six Nine Months ended
1 unchanged paragraph
Net income (loss) $ 526,273 $ ( 46,459 )
Net income $ 416,470 $ 193,905
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investments held in Trust Account ( 776,429 792,368 ) ( 87,764 663,293 )
Gain on expiration of over-allotment option liability - ( 74,829 )
1 unchanged paragraph
Prepaid expenses 26,879 ( 102,197 )
Prepaid expenses 59,672 ( 175,063 )
Accounts payable and accrued expenses 28,730 39,067 27,415 205,146
Net Cash Used in Operating Activities ( 194,547 288,811 ) ( 197,353 514,134 )
5 unchanged paragraphs
Payment of public shareholder for redemptions ( 55,232,394 ) —
2 unchanged paragraphs
Proceeds from issuance of promissory note to related party — 79,122
2 unchanged paragraphs
Advances from a related party 12,013 —
1 unchanged paragraph
Net Change in Cash ( 182,534 ) 1,774,995
Net Cash (Used in) Provided by Financing Activities ( 55,220,381 55,232,394 ) 56,972,348 56,893,226
Net Change in Cash ( 288,811 ) 1,379,092
1 unchanged paragraph
Cash, End of the Period $ 1,112,525 1,006,248 $ 1,774,995 1,379,092
2 unchanged paragraphs
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account) $ 776,429 792,368 $ 87,764 663,293
Accretion of carrying value to redemption value of Class A redeemable ordinary shares $ 1,255,404 $ 106,174 768,559
6 unchanged paragraphs
BEST SPAC I Acquisition Corp. (the "Company") is a blank check company incorporated as a British Virgin Islands business company on December 13, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, 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 Company may pursue prospective targets that are in the consumer goods sector. any industry or geographic region.
1 unchanged paragraph
As of June September 30, 2026, the Company had not commenced any operations. All activities for the period from December 13, 2024 (inception) through June September 30, 2026 relates relate to the Company's formation and its initial public offering (the "IPO"), as described below, and subsequent to the IPO, identifying a target company for a Business Combination and negotiating with potential targets for an initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company may generate non-operating income in the form of interest income 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 British Virgin Islands business company (the "Sponsor").
3 unchanged paragraphs
Total transaction costs amounted to $ 1,518,116 , consisting of $ 550,000 underwriting commissions which was were 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.
3 unchanged paragraphs
The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock exchange listing requirement. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $ 10.00 per public share. (subject to increase of up to an additional $ 0.20 per share in the event that the Sponsor elects to extend the period of time to consummate a Business Combination, as described in more detail in the Prospectus).
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, "Distinguishing Liabilities from Equity" (ASC 480). Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. In accordance with ASC 480-10-S99, the Company classified the Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 5,500,000 Class A ordinary shares sold as part of the Units in the IPO will be issued with other freestanding instruments (i.e., Public Rights), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in redemption value as a charge against retained earnings or, in the absence of retained earnings, as a charge against additional paid-in-capital over an expected 12-month period, which is the period that the Company initially had to complete a business combination.
12 unchanged paragraphs
In connection with the shareholder's shareholder vote at the 2026 EGM, 5,333,287 Class A ordinary shares were redeemed for approximately $ 55.2 million. Immediately after the redemption, there was approximately $ 1.7 million remaining in the Trust Account and Sponsor holds approximately 80.0 % of the Company's 2,066,213 outstanding ordinary shares.
2 unchanged paragraphs
Notice of Failure to Satisfy a Continued Listing Rule
On August 19, 2026, the Company received a letter from The Nasdaq Stock Market LLC ("Nasdaq"), which stated that, based upon a review of the Company's Market Value of Listed Securities (MVLS) for the last 30 consecutive business days, the Company no longer meets the minimum MVLS of $ 35,000,000 required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(2). The Company also does not meet the requirements under Listing Rules 5550(b)(1) and 5550(b)(3).
The notification has no immediate effect on the listing of the Company's securities, and its units, Class A ordinary shares and rights continue to trade on Nasdaq under the symbol "BSAAU," "BSAA" and "BSAAR," respectively.
In accordance with the Nasdaq listing rules, the Company has been provided with a compliance period of 180 calendar days, or until February 15, 2027, in which to regain compliance. In the event the Company does not regain compliance with the MVLS requirement prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. There is no assurance that the Company will be able to regain compliance with the Nasdaq listing rules prior to the expiration of the compliance period or at all.
1 unchanged paragraph
As of June September 30, 2026, the Company had cash of $ 1,112,525 1,006,248 and a working capital of $ 1,017,817 892,075 . The Company's liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $ 25,000 from the sale of the Founders Shares and loan proceeds from the Sponsor of up to $ 350,000 under an unsecured promissory note. On August 13, 2025, the Company repaid the promissory note in full.
5 unchanged paragraphs
Various social and political circumstances in the U.S. and around the world (including rising trade tensions between the U.S. and China, the imposition of tariffs, sanctions and export controls, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.
As a result of these circumstances, and the ongoing global conflicts and/or other and any future global conflicts, the Company's ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company's ability to consummate a transaction may be dependent on the ability to raise equity and debt financing, which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in or third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and potential future sanctions these circumstances on the world economy and the their specific impact on the Company's financial position, results of operations or ability to consummate a Business Combination are not yet determinable. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
2 unchanged paragraphs
The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial statements and Article 8 of Regulation S-X. They do not include all of the information and notes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the Company's financial statements and notes thereto for the year ended December 31, 2025 included in the Company's Annual Report on Form 10-K as filed with the SEC on February 9, 2026. Certain information or footnote disclosures normally included in the unaudited condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the six three and nine months ended June September 30, 2026 are not necessarily indicative of the results that may be expected through December 31, 2026 or for any future periods.
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and 60 more changes in the filing
Forward-looking statements 52 changes
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
This Quarterly Report includes "forward-looking statements"
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of historical fact, included in this Form 10-Q Quarterly Report, including, without limitation, statements in this "Management's
Discussion and Analysis of Financial Condition and Results of Operations" regarding the completion of the proposed Business Combination, the Company's our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate,"
Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek,"
"seek," "should," "could," "would," "plan," "continue," and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. and They are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in some cases, you can identify the forward-looking statements, by terminology such as "may," including the risk that the conditions of the proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December
"estimate," "continue," or the negative of such terms or other similar expressions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 which was filed with the U.S. Securities and Exchange Commission (the "SEC") on February 9, 2026 and the Company's final Prospectus for its initial public offering and in our other filings filed with the SEC. The Company's Our securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
4 unchanged paragraphs
On May 19, 2026, at the 2026 EGM, the Company's
shareholders approved a proposal to amend and restate the Company's amended and restated memorandum and articles of association to allow the Company to extend the date by which it had to complete a business combination to June 16, 2027, or up to 24 months from its initial public offering. In connection with the shareholders' vote at the 2026 EGM, 5,333,287 Class A ordinary shares with redemption value of $55,232,394.24 were tendered for redemption. The Company filed the second amended and restated memorandum and articles of association with the Registrar of Corporate Affairs at the British Virgin Islands on May 19, 2026.
On May 19, 2026, the Sponsor entered into an assignment
of economic interest agreement with an unaffiliated third party. In exchange for such third party agreeing to vote 451,243 shares of the
Company's Class A ordinary shares sold in its initial public offering in favor of the 2026 Charter Amendment, the Sponsor agreed to transfer to such third party an aggregate of 50,000 of the Company's Class B ordinary shares held by the Sponsor immediately following the release or expiration of any transfer restrictions after the consummation of an initial business combination.
On August 19, 2026, the Company received a letter
from The Nasdaq Stock Market LLC ("Nasdaq"), which stated that, based upon a review of the Company's Market Value of
Listed Securities (MVLS) for the last 30 consecutive business days, the Company no longer meets the minimum MVLS of $35,000,000 required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(2). The Company also does not meet the requirements under Listing Rules
5550(b)(1) and 5550(b)(3).
The notification has no immediate effect on the
listing of the Company's securities, and its units, Class A ordinary shares and rights continue to trade on Nasdaq under the symbol
"BSAAU," "BSAA" and "BSAAR," respectively.
In accordance with the Nasdaq listing rules, the
Company has been provided with a compliance period of 180 calendar days, or until February 15, 2027, in which to regain compliance. In the event the Company does not regain compliance with the MVLS requirement prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. There is no assurance that the Company will be able to regain compliance with the Nasdaq listing rules prior to the expiration of the compliance period or at all.
On September 29, 2026, Naoda Investments Limited,
pursuant to an instrument of transfer, transferred all of its ordinary shares of the Sponsor to the Buyer.
As a result of the transfer, the Buyer holds 100%
of the issued and outstanding ordinary shares of the Sponsor, which directly holds 1,375,000 Class B ordinary shares and 277,000 Class
A ordinary shares underlying the Private Placement Units, representing approximately 80.0% of the Company's issued and outstanding ordinary shares. No changes were made to the directors or officers of the Company.
In connection with the transfer, Yun Chen resigned
as the sole director of the Sponsor. Upon such resignation, Claudius Tsang, a director of the Buyer, was appointed as the sole director of the Sponsor and has shared voting and investment discretion with Kam Chi Kin with respect to the securities held of record by the Sponsor.
2 unchanged paragraphs
generated any revenues to date. Our only activities from December 13, 2024 (inception) through June September 30, 2026 were organizational activities and those necessary to prepare, and consummate, for the IPO, described below, and subsequent to the IPO, identifying a target company for a Business Combination and negotiating with potential targets for an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination.
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For the six months ended June 30, 2026, we had
a net income of $526,273 which consisted of general and administrative expenses of $270,131, offset by interest income of $796,404. For the six months ended June 30, 2025, we had net loss of $46,459 which consisted of interest income of $87,764, partially offset by general and administrative expenses of $134,223.
For the three months ended June September 30, 2026, we had
we had a net income loss of $166,802 $109,803 which consisted of general and administrative expenses of $124,997, $134,489, partially offset by interest income of $291,799. $24,686. For the three months ended June September 30, 2025, we had net loss income of $5,791, $240,364, which consisted of interest income of $87,764, partially offset by general and administrative expenses of $93,555. $423,606, offset by interest income of $589,141 and gain on expiration of over-allotment option liability of $74,829.
For the nine months ended September 30, 2026,
we had a net income of $416,470 which consisted of general and administrative expenses of $404,620, offset by interest income of $821,090.
For the nine months ended September 30, 2025, we had net income of $193,905, which consisted of general and administrative expenses of
$557,829, offset by interest income of $676,905 and gain on expiration of over-allotment option liability of $74,829.
5 unchanged paragraphs
On June 16, 2025, simultaneously with the closing
of the IPO, the Company consummated the Private Placement with BEST SPAC I (Holdings) Corp., the Company's sponsor, of 277,000 Private
Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,770,000. The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
On June 16, 2025, simultaneously with the closing of the IPO, the Company consummated the Private Placement with BEST SPAC I (Holdings) Corp., the Company's sponsor, of 277,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,770,000. The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act as the transactions did not involve a public offering. The Private Placement Units are identical to the Units sold in this offering the IPO except that, so long as they are held by our Sponsor or its permitted transferees, (i) they will not be redeemable by us, and (ii) they (including the Class A ordinary shares issuable upon conversion of the private placement rights) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until the completion of our initial business combination, except to permitted transferees.
2 unchanged paragraphs
Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Such working capital funds could be used in a variety of ways and could also be used to repay any operating expenses or finders' fees which we had incurred prior to the completion of our Business Combination or to indemnify any of our officers or directors as required by law if the funds available to us outside of the Trust Account were insufficient to cover such expenses. Our liquidity needs have been satisfied prior to completion of the IPO through receipt of $25,000 from the sale of the founder shares to our Sponsor and up to $350,000 in loans from our Sponsor under an unsecured promissory note. On August 13, 2025, the Company repaid the promissory note in full. The promissory note was terminated after the repayment. As of June September 30, 2026, no amount was outstanding under the promissory note with our Sponsor.
As of June September 30, 2026, we had marketable securities
held in the Trust Account of $1,744,299 $1,760,238 consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any.
As of June September 30, 2026, the Company had $1,112,525 $1,006,248
of cash on hand and working capital of $1,017,817. $892,075. We intend to use the funds held outside the Trust Account primarily to fund transaction costs related to the Business Combination with the prospective target, and review corporate documents and material agreements of prospective target businesses, structure, negotiate and consummate a Business Combination.
4 unchanged paragraphs
As of June September 30, 2026, no borrowing was outstanding under the Working Capital Loans.
8 unchanged paragraphs
which would be considered off-balance sheet arrangements as of June September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
4 unchanged paragraphs
Units, Representative Shares, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriters may not exercise its their demand and "piggyback" registration rights after five (5) and seven (7) years, respectively, after the effective date of the IPO and may not exercise its demand rights on more than one occasion. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, on the earlier of (A) six months after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of Class A ordinary shares equals or exceeds
52 unchanged paragraphs
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement
— Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024-03 for entities with non-calendar year ends. The amendments require public business entities to provide additional disaggregated disclosures regarding certain categories of expenses included in relevant income statement expense captions. The amendments are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these amendments may have on its unaudited condensed consolidated financial statements and related disclosures.
2 unchanged paragraphs
Market risk 1 change
As a smaller reporting company, we are not required to make disclosures under this Item.
Controls and procedures 2 changes
4 unchanged paragraphs
financial and accounting officer (our "Certifying Officer") carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter ended June September 30, 2026, pursuant to Rules 15d-15(e)
15d-15(e) under the Exchange Act. Based on this evaluation, our Certifying Officer concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.
10 unchanged paragraphs
Unregistered sales of stock 2 changes
11 unchanged paragraphs
Units sold in this offering the IPO except that, so long as they are held by our Sponsor or its permitted transferees, (i) they will not be redeemable by us, and (ii) they (including the Class A ordinary shares issuable upon conversion of the private placement rights) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until the completion of our initial business combination.
2 unchanged paragraphs
Total transaction costs amounted to $1,581,116 $1,518,116
3 unchanged paragraphs
Unchanged: MD&A, Legal proceedings, Risk factors, Defaults on senior securities, Mine Safety Disclosures, Other information
Compared by code from the two filings' text and XBRL. Not advice.
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