BEST SPAC I Acquisition Corp. Files 8-K

TL;DR

BEST SPAC I Acquisition Corp. filed an 8-K on 9/25/25 for a material definitive agreement.

AI Summary

BEST SPAC I Acquisition Corp. filed an 8-K on September 25, 2025, reporting the entry into a material definitive agreement. The filing also includes financial statements and exhibits. The company's former name was BEST SPAC I Acquistion Corp., with a name change occurring on January 10, 2025.

Why It Matters

This 8-K filing indicates a significant event or agreement for BEST SPAC I Acquisition Corp., which could impact its future business operations and shareholder value.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting a definitive agreement, with no immediate indication of significant financial distress or negative events.

Key Players & Entities

• BEST SPAC I Acquisition Corp. (company) — Registrant
• BEST SPAC I Acquistion Corp. (company) — Former company name
• January 10, 2025 (date) — Date of name change
• September 25, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $300,000,000 — and holders of equity awards of HDE is $300,000,000, which will be paid entirely in stock,
• $10.00 — haser Class B Ordinary Shares valued at $10.00 per share, plus such Additional Shares
• $15.00 — Day period is greater than or equal to $15.00. Upon the effectiveness of the Acquis
• $12.00 — day period is greater than or equal to $12.00 (or $17.00 for the earnout shares), as
• $17.00 — is greater than or equal to $12.00 (or $17.00 for the earnout shares), as applicable

Filing Documents

• form8-k.htm (8-K) — 137KB
• ex2-1.htm (EX-2.1) — 762KB
• ex10-1.htm (EX-10.1) — 123KB
• ex10-2.htm (EX-10.2) — 119KB
• ex10-3.htm (EX-10.3) — 70KB
• 0001493152-25-015071.txt ( ) — 1620KB
• bsaau-20250925.xsd (EX-101.SCH) — 4KB
• bsaau-20250925_def.xml (EX-101.DEF) — 27KB
• bsaau-20250925_lab.xml (EX-101.LAB) — 37KB
• bsaau-20250925_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED 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 September 25, 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 00-0000000 (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 00000 (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: Title of each class Trading Symbol 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 Stock Market LLC Class A ordinary shares BSAA The Nasdaq Stock Market LLC Rights BSAAR The Nasdaq Stock 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 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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 Material Definitive Agreement. On September 25, 2025, BEST SPAC I Acquisition Corp., a British Virgin Islands business company (the "Company" or the "Parent"), entered into a merger agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with (i) HDEducation Group Limited, a Cayman Islands exempted company ("HDE"); (ii) High Distinction Group Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Parent (the "Purchaser"); and (iii) BEST SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Parent (the "Merger Sub"). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement. A copy of the Merger Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1, and is incorporated herein by reference, and the description of the Merger Agreement herein is qualified in its entirety by reference thereto. Reincorporation Merger Upon the closing of the transactions contemplated in the Merger Agreement, the Parent will be merged with and into the Purchaser, the separate corporate existence of the Parent will cease and Purchaser will continue as the surviving corporation (the "Reincorporation Merger"). The Merger Sub shall become a wholly owned subsidiary of the Purchaser as a consequence of the Reincorporation Merger. In connection with the Reincorporation Merger, each of the Parent's issued and outstanding shares will be converted into an equivalent share of Purchaser: At the Reincorporation Effective Time, each Parent Class B Ordinary Share shall be converted automatically into one corresponding Parent Class A Ordinary Share ("Conversion of Parent Class B Ordinary Shares"); At the Reincorporation Effective Time, each issued and outstanding Parent's unit shall be separated automatically into its constituent securities (e.g., one Parent Unit into one Parent Class A Ordinary Share and one Parent Right) ("Separation of Parent Units"), as applicable; At the Reincorporation Effective Time and after the Conversion of Parent Class B Ordinary Shares, each Parent Class A Ordinary Share will be converted automatically into one corresponding Purchaser Class A Ordinary Share ("Conversion of Parent Ordinary Shares"); At the Reincorporation Effective Time and after both (i) the Separation of Parent Units and (ii) the Conversion of Parent Ordinary Shares, each Parent Right shall be converted automatically into one-tenth (1/10) of one Parent Class A Ordinary Share (rounded down to the nearest whole share), which shall be converted automatically into Purchaser Class A Ordinary Shares at the Reincorporation Effective Time; At the

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