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
June 12, 2025
Date of Report (Date of earliest event reported)
BEST SPAC I Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | 001-42700 | N/A | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 701, 7/Floor United Building 17-19 Jubilee Street Hong Kong | N/A | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: +852 9828 3397
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: None.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, with no par value, and one right to receive one-tenth of one Class A ordinary share | BSAAU | The Nasdaq Capital Market LLC | ||
| Class A ordinary shares, with no par value | BSAA | The Nasdaq Capital Market LLC | ||
| Rights | BSAAR | The Nasdaq Capital 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.
On June 12, 2025, the registration statement (File No. 333-286237) (the “Registration Statement”) relating to the initial public offering (“IPO”) of BEST SPAC I Acquisition Corp. (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:
| ● | Underwriting Agreement, dated June 12, 2025, by and between the Company and Maxim Group LLC; | |
| ● | Rights Agreement, dated June 12, 2025, by and between the Company and Continental Stock Transfer & Trust Company; | |
| ● | Letter Agreement, dated June 12, 2025, by and between the Company’s officers, directors, Maxim Partners LLC and BEST SPAC I (Holdings) Corp.; | |
| ● | Investment Management Trust Agreement, dated June 12, 2025, by and between Continental Stock Transfer & Trust Company and the Company; | |
| ● | Registration Rights Agreement, dated June 12, 2025, by and among the Company and certain securityholders of the Company; | |
| ● | Unit Purchase Agreement, dated June 12, 2025, by and between the Company and BEST SPAC I (Holdings) Corp.; | |
| ● | Indemnity Agreement, dated June 12, 2025, by and between the Company’s sponsor, officers and directors and the Company; |
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 (“Ordinary Share”) and one right (“Right”) to receive one-tenth of one Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $55,000,000.
As of June 16, 2025, a total of $55,000,000 of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of June 16, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within four (4) business days of the consummation of the IPO.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with BEST SPAC I (Holdings) Corp., the Company’s sponsor (the “Sponsor”), of 277,000 private units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,770,000.
The Private Units are identical to the Units sold in the IPO. Additionally, the Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.
The Private 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.
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Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On June 12, 2025, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association, as described in the Registration Statement, with the Registry of Corporate Affairs of British Virgin Islands.
Item 8.01. Other Events.
On June 12, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On June 16, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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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: June 16, 2025 | ||
| BEST SPAC I ACQUISITION CORP. | ||
| By: | /s/ Xiangge Liu | |
| Name: | Xiangge Liu | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
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