Best Spac I Acquisition Corp

The Charter Amendment Proposal requests shareholder approval to amend and restate the Company’s charter to extend the deadline to complete an initial business combination by 12 months, moving the termination date from June 16, 2026 to June 16, 2027, by adopting the second amended and restated memorandum and articles of association set forth in Annex A. Management seeks this approval because the Company entered into a Merger Agreement with HDE and related parties but may not have sufficient time to complete requisite filings and hold the shareholder vote before the current termination date; the Board believes additional time is necessary for documentation, regulatory filings (including with the China Securities Regulatory Commission and the SEC), shareholder approval of the business combination, and satisfaction of closing conditions. Notably, unlike the current charter, the amended charter will not require sponsor or initial shareholders to deposit additional funds into the Trust Account to extend the term; if approved, no additional funds will be deposited, which means public shareholders who do not redeem will hold a smaller pro rata share of the Trust Account on any future redemption or liquidation. The proposal carries conflicts of interest risks because the Sponsor, directors and officers hold Founder Shares and Private Placement Units that will become worthless in a liquidation and thus may prefer consummation; the Board discloses these interests and continues to recommend approval, stating the extension is in shareholders’ best interests to complete the Business Combination. If not approved, the Company may be required to wind up and redeem public shares at per-share amounts determined by the Trust Account balance and the Sponsor may deposit funds under the current charter to extend for up to six months only. The Board recommends voting "FOR" because it believes further time increases the chance of completing the business combination; however, shareholders should weigh dilution of Trust Account per-share value due to extended timeline and possible redemptions. The Company will offer shareholders redemption rights in connection with this proposal if implemented; approval is required by a majority of the votes cast by outstanding shares present and voted at the Extraordinary General Meeting.

The Adjournment Proposal asks shareholders to authorize the chairman to adjourn the Extraordinary General Meeting to a later date(s) if there are insufficient votes at the meeting to approve the Charter Amendment Proposal, enabling additional solicitation of proxies and time to obtain the votes required for approval. It is conditioned on the failure to obtain sufficient votes for Proposal 1 at the time of the meeting and will not be presented if Proposal 1 passes. Management recommends a vote "FOR" to preserve the Board's ability to seek additional votes; the adjournment is procedural and designed to facilitate shareholder vote gathering rather than change substantive corporate terms. The proposal is routine in nature and requires the same majority of votes present and voted. The board justifies the recommendation by noting that an adjournment may be necessary to allow more time for outreach to shareholders and broker instructions to secure approval for the Charter Amendment and ultimately the Extension.