Financial Position - As of September 30, 2025, total assets amounted to $57,232,448, a significant increase from $27,500 as of December 31, 2024[11] - The total current liabilities as of September 30, 2025, were $220,159, a decrease from $5,500 as of December 31, 2024[11] - The total shareholders' equity as of September 30, 2025, was $3,275,155, an increase from $22,000 as of December 31, 2024[11] - As of September 30, 2025, the Company had cash of $1,379,092 and working capital of $1,348,996[41] - The Company had $55,663,293 in investments held in the Trust Account as of September 30, 2025, compared to $0 as of December 31, 2024[54] - The investments held in the Trust Account are valued at $55,663,293 as of September 30, 2025[104] Income and Expenses - For the three months ended September 30, 2025, the net income was $240,364, compared to a net income of $193,905 for the nine months ended September 30, 2025[13] - The company reported general and administrative expenses of $423,606 for the three months ended September 30, 2025, leading to a loss from operations of $423,606[13] - Interest income for the three months ended September 30, 2025, was $589,141, contributing to the overall income before tax expense of $240,364[13] - The Company reported a net income of $240,364 for the three months ended September 30, 2025, and a net loss of $1,237,947 for the nine months ended September 30, 2025[70] - Basic and diluted net income (loss) per ordinary share for the three months ended September 30, 2025, was $0.09 for redeemable Class A shares and $(0.13) for non-redeemable Class A and Class B shares[70] IPO and Financing Activities - The Company completed its IPO on June 16, 2025, raising gross proceeds of $55,000,000 from the sale of 5,500,000 units at an offering price of $10.00 per unit[22] - A private placement of 277,000 units was also completed, generating total proceeds of $2,770,000 at the same price of $10.00 per unit[23] - Total transaction costs for the IPO amounted to $1,518,116, which included $550,000 in underwriting commissions[25] - The Company has broad discretion in applying the net proceeds from the IPO and private placement, primarily towards consummating a Business Combination[28] - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares, with no current commitments for such financing[42] - The Company incurred significant professional costs to remain publicly traded and expects to continue incurring transaction costs related to the Business Combination[42] Business Combination and Future Plans - The Company intends to pursue prospective targets in the consumer goods sector for potential business combinations[19] - The Company has 12 months from the IPO closing date to complete its initial Business Combination, extendable to 18 months[32] - The Merger Agreement with HDEducation Group Limited involves an aggregate consideration of $300,000,000 to be paid entirely in stock[36] - The Company will provide public shareholders the opportunity to redeem shares at a price equal to the amount in the Trust Account, initially anticipated to be $10.00 per share[29] - Certain shareholders of HDE will have the right to receive up to an additional 2,000,000 Purchaser Ordinary Shares if specific performance criteria are met[36] - If the Company cannot complete a Business Combination by June 16, 2026, it may cease operations and liquidate the Trust Account[43] Shareholder Information - The Company issued 524,500 Class A ordinary shares and 1,375,000 Class B ordinary shares as of September 30, 2025[15] - The Company issued 1,581,250 Class B ordinary shares (Founder Shares) to the Sponsor for an aggregate consideration of $25,000, approximately $0.016 per share[82] - As of September 30, 2025, the Company has 524,500 Class A ordinary shares issued and outstanding, excluding 5,500,000 Class A ordinary shares subject to possible redemption[95] - The Company has authorized a total of 1,000,000 preferred shares, with none issued or outstanding as of September 30, 2025[94] - As of September 30, 2025, there were 5,500,000 rights outstanding, each convertible into one-tenth of a Class A ordinary share upon consummation of the initial Business Combination[99] Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[48] - The Company’s financial statements are prepared in accordance with U.S. GAAP, and the interim results for the nine months ended September 30, 2025, may not be indicative of future results[46] - The Company has no unrecognized tax benefits or amounts accrued for interest and penalties as of September 30, 2025[66] - The Company is not subject to income taxes in the British Virgin Islands or the United States, resulting in a tax provision of zero for the period presented[67] - The Company has the option to extend the time to consummate an initial Business Combination by up to six months, with a deposit of $550,000 required for each three-month extension[86] - The Company had no borrowings under Working Capital Loans or Extension Loans as of September 30, 2025[85][86] Miscellaneous - The Company has not experienced losses on cash accounts that may exceed the Federal Depository Insurance Coverage of $250,000[55] - The Company did not identify any subsequent events requiring disclosure in the unaudited condensed consolidated financial statements[109] - The underwriters received a cash underwriting discount of 1% of the gross proceeds of the IPO, totaling $550,000[90] - The Company granted the underwriter a right of first refusal for future offerings for a period of 12 months from the closing of a Business Combination[88]
BEST SPAC I Acquisition Corp Unit(BSAAU) - 2025 Q3 - Quarterly Report