공고 • Apr 04

+ 1 more update

NewGenIvf Limited completed the acquisition of A SPAC I Acquisition Corp. (NasdaqCM:ASCA) from A SPAC (Holdings) Acquisition Corp. and others in reverse merger transaction.

NewGenIvf Limited entered into a merger agreement to acquire A SPAC I Acquisition Corp. (NasdaqCM:ASCA) from A SPAC (Holdings) Acquisition Corp. and others in reverse merger transaction for $50 million on February 15, 2023. Pursuant to the terms of the merger agreement, the aggregate consideration to be paid to existing shareholders of the Company is $50 million, which will be paid entirely in stock, comprised of newly issued Class A ordinary shares of ASCA at a price of $10.00 per share. Upon the effectiveness of the Acquisition Merger, the issued and outstanding Company Shares will be cancelled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Shares for such number of Company Shares. After the Closing, subject to the terms and conditions set forth in the merger agreement, the Principal Shareholders shall have the right to receive in the aggregate up to an additional 2 million ASCA Class A Ordinary Shares as earnout (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted). As a result of the transaction, the combined company is expected to be renamed First Fertility Group Ltd. and remain a publicly listed company on the Nasdaq Stock Market. Following the close of the transaction, the combined company will continue to be led by Siu Wing Fung Alfred as Chairman and founder and Tina Fong as Director and co-founder of NewGen. On June 12, 2023, ASCA entered into a First Amendment to Merger Agreement, pursuant to which NewGen has agreed to provide non-interest bearing loans in an aggregate principal amount of up to $0.56 million to ASCA to fund any amount that may be required in order to further extend the period of time available for ASCA to consummate a business combination and for ASCA’s working capital, payment of professional, administrative and operational fees and expenses, and other purposes. In addition, pursuant to the First Amendment, subject to receipt of at least $140,000 as part of the Loan from NewGen, ASCA agreed to waive its termination rights and the right to receive any Break-up Fee due to NewGen’s failure to deliver the U.S. GAAP Financials by February 28, 2023. The transaction is subject to, among other things, regulatory approvals, the approval by ASCA's shareholders of the transaction and satisfaction or waiver of other customary closing conditions, the Key Personnel shall have executed the employment agreements, the SEC shall have declared the Registration Statement effective and immediately after the closing, ASCA shall have in excess of $5,000,000 in net tangible assets, the directors designated by the NewGenIvf shall have been appointed to the board of directors of the ASCA., additional listing application for the closing payment shares shall have been approved for listing by Nasdaq and additional agreements including Lock-up agreements, the registration rights agreement, voting and support agreements, the employment agreements and the non-competition agreements duly executed by all parties. The NewGen and ASCA Boards of Directors have unanimously approved the proposed transaction, which is expected to be completed in the third quarter of 2023. As of April 11, 2023, ASCA extended the outside date from April 17, 2023 to May 17, 2023 to complete the transaction. As of May 11, 2023, ASCA made a deposit of $90,000 (the “Extension Payment”) to the trust account and extended the period of time the Company has to consummate an initial business combination from May 17, 2023 to June 17, 2023. Following the deposit of the Extension Payment, the amount of funds remaining in the trust account was $38.1 million. As of October 11, 2023, ASCA made a deposit of $20,000 (the “Extension Payment”) to the trust account and extended the period of time the Company has to consummate an initial business combination from October 17, 2023 to November 17, 2023. Following the deposit of the Extension Payment, the amount of funds remaining in the trust account was approximately $39.3 million. As on March 4, 2024, the transaction was approved by shareholders of A SPAC I Acquisition Corp. Giovanni Caruso of Loeb & Loeb LLP acted as legal advisor to A SPAC I Acquisition Corp. (NasdaqCM:ASCA). Guangqin Wei and Chris G. Tang of Jun He Law Offices acted as legal advisor to NewGenIvf Limited. Kalikova & Associates, Haiwen & Partners LLP, DFDL (Thailand) Limited and Ogier acted as legal advisor to A SPAC I Acquisition Corp. (NasdaqCM:ASCA). NewGenIvf Limited completed the acquisition of A SPAC I Acquisition Corp. (NasdaqCM:ASCA) from A SPAC (Holdings) Acquisition Corp. and others in reverse merger transaction on April 3, 2024.

CEO 급여 비율	n/a
CEO 재임 기간	3yrs
CEO 지분 보유율	46.3%
경영진 평균 재임 기간	데이터 없음
이사회 평균 재임 기간	2.2yrs

이름	직위	재임 기간	보수	지분
Sze Wai Tsang	Chairman	2.8yrs	데이터 없음	46.29% $ 5.2m
John Brebeck	Independent Director	2.2yrs	데이터 없음	데이터 없음
Abuzzal Abusaeri	Independent Director	2.2yrs	데이터 없음	데이터 없음
Giang Nguyen Hoang	Independent Director	2.2yrs	데이터 없음	데이터 없음

데이터	최종 업데이트 (UTC 시간)
기업 분석	2024/04/03 14:27
종가	2024/04/03 00:00
수익	2023/12/31
연간 수익	2023/12/31

패키지	데이터	기간	미국 소스 예시 ^*
기업 재무제표	10년	손익계산서 현금흐름표 대차대조표	SEC 양식 10-K SEC 양식 10-Q
분석가 컨센서스 추정치	+3년	재무 예측 분석가 목표주가	분석가 리서치 보고서 Blue Matrix
시장 가격	30년	주가 배당, 분할 및 기타 조치	ICE 시장 데이터 SEC 양식 S-1
지분 구조	10년	주요 주주 내부자 거래	SEC 양식 4 SEC 양식 13D
경영진	10년	리더십 팀 이사회	SEC 양식 10-K SEC 양식 DEF 14A
주요 개발	10년	회사 공시	SEC 양식 8-K

This company is no longer active

A SPAC I Acquisition 경영진

경영진 기준 점검 0/4

핵심 정보

최근 경영진 업데이트

High number of new and inexperienced directors

Recent updates

NewGenIvf Limited completed the acquisition of A SPAC I Acquisition Corp. (NasdaqCM:ASCA) from A SPAC (Holdings) Acquisition Corp. and others in reverse merger transaction.

Investor sentiment deteriorates as stock falls 17%

Investor sentiment improves as stock rises 16%

High number of new and inexperienced directors

A SPAC I Acquisition Receives Letter from Nasdaq Due to Not Maintains Minimum of 300 Public Holders for Continued Listing in Accordance Nasdaq Listing Rule 5550(a)(3)

A SPAC I Acquisition Corp. announced delayed 10-Q filing

A SPAC I Acquisition Corp. announced that it has received $0.2 million in funding from A SPAC (Holdings) Acquisition Corp.

A SPAC I Acquisition Corp. announced delayed 10-Q filing

A SPAC I Acquisition Corp. announced delayed annual 10-K filing

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