NewGenIVF Group Ltd Files 20-F Report

TL;DR

<b>NewGenIVF Group Ltd has filed its 20-F report, confirming its status as a shell company and detailing its outstanding securities.</b>

AI Summary

NewGenIvf Group Ltd (NIVFW) filed a Foreign Annual Report (20-F) with the SEC on April 9, 2024. NewGenIVF Group Ltd filed a 20-F report on April 9, 2024. The company is identified as a shell company for reporting purposes. Class A ordinary shares (NIVF) and warrants (NIVFW) are registered on The Nasdaq Stock Market LLC. As of April 3, 2024, there were 10,149,386 Class A ordinary shares and 8,319,988 warrants outstanding. The company was formerly known as ASPAC I Mini Acquisition Corp. and changed its name on June 14, 2023.

Why It Matters

For investors and stakeholders tracking NewGenIvf Group Ltd, this filing contains several important signals. This filing is crucial for investors to understand the current reporting status and outstanding share/warrant counts of NewGenIVF Group Ltd. The identification as a shell company may indicate a focus on future acquisitions or restructuring, which is important for assessing investment risk and potential.

Risk Assessment

Risk Level: low — NewGenIvf Group Ltd shows low risk based on this filing. The filing explicitly states the company is a shell company, which carries inherent risks related to its operational status and future business direction.

Analyst Insight

Investors should monitor future filings for any significant changes in the company's operational status or business strategy, especially given its shell company designation.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• 10,149,386 — Class A ordinary shares outstanding (As of April 3, 2024)
• 8,319,988 — Warrants outstanding (As of April 3, 2024)
• 20230614 — Date of name change (From ASPAC I Mini Acquisition Corp.)
• 20240409 — Filing Date (For the 20-F report)

Key Players & Entities

• NewGenIVF Group Ltd (company) — Registrant
• ASPAC I Mini Acquisition Corp. (company) — Former company name
• Wing Fung Alfred Siu (person) — Chief Executive Officer
• NIVF (company) — Trading Symbol for Class A ordinary shares
• NIVFW (company) — Trading Symbol for Warrants
• The Nasdaq Stock Market LLC (company) — Exchange where securities are registered
• United States Securities and Exchange Commission (regulator) — Filing authority

FAQ

Risk Factors

• Shell Company Status [high — operational]: The company is explicitly identified as a shell company, which implies a lack of current substantial business operations and potential reliance on future acquisitions or transactions.

Key Dates

• 2024-04-09: Filing of 20-F report — Confirms current reporting status and details of outstanding securities.
• 2023-06-14: Name change to NewGenIVF Group Ltd — Marks a transition from its previous corporate identity.

Glossary

20-F

An annual report required for foreign private issuers with securities registered in the U.S. (Provides comprehensive financial and operational information for investors.)

Shell Company

A company with no or nominal operations, often formed to acquire or merge with an existing business. (Indicates a specific corporate structure and potential for future strategic changes.)

Key Financial Figures

• $3,500,000 — rivate placement, an aggregate of up to $3,500,000 principal amount of convertible notes (
• $1,750,000 — gate principal amount of Notes of up to $1,750,000 and including an original issue discoun
• $122,500 — ginal issue discount of up to aggregate $122,500, and (ii) subsequent tranches of an agg
• $250,000 — of the Notes in the principal amount of $250,000 was issued and sold to JAK shortly afte
• $2,000,000 — aggregate principal amount of Notes of $2,000,000 were issued and sold to JAK. On March
• $1,000,000 — (i) paying One Million U.S. Dollars (US $1,000,000) in cash to Chardan, (ii) issuing 1,500
• $11.50 — ne Class A ordinary share at a price of $11.50 per full share. Certain of our sharehol

Filing Documents

• ea0203442-20f_newgen.htm (20-F) — 134KB
• ea020344201ex2-1_newgen.htm (EX-2.1) — 16KB
• ea020344201ex2-2_newgen.htm (EX-2.2) — 26KB
• ea020344201ex4-8_newgen.htm (EX-4.8) — 38KB
• ea020344201ex4-21_newgen.htm (EX-4.21) — 30KB
• ea020344201ex8-1_newgen.htm (EX-8.1) — 3KB
• ea020344201ex15-1_newgen.htm (EX-15.1) — 3KB
• ea020344201ex15-2_newgen.htm (EX-15.2) — 3KB
• image_001.jpg (GRAPHIC) — 31KB
• ex15-1_001.jpg (GRAPHIC) — 10KB
• ex15-2_001.jpg (GRAPHIC) — 10KB
• 0001213900-24-031644.txt (&nbsp;) — 323KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS ii EXPLANATORY NOTE iii PART I 1

IDENTITY OF DIRECTORS,

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

OFFER

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

KEY INFORMATION

ITEM 3. KEY INFORMATION 1

INFORMATION ON THE

ITEM 4. INFORMATION ON THE COMPANY 2

UNRESOLVED STAFF

ITEM 4A. UNRESOLVED STAFF COMMENTS 3

OPERATING AND FINANCIAL

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 3 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 3

MAJOR SHAREHOLDERS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 4

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 5

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 5

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 6

QUANTITATIVE AND

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS 8 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 8 PART II 9

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 9

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 9

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 9

[RESERVED]

ITEM 16. [RESERVED] 9 PART III 11

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 11

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 11

EXHIBITS

ITEM 19. EXHIBITS 11 -i- CAUTIONARY NOTE REGARDING FORWARD-LOOKING This Shell Company Report on Form 20-F (including information incorporated by reference herein, the &ldquo;Report&rdquo;) is being filed by NewGenIvf Group Limited, a British Virgin Islands business company. Unless otherwise indicated, &ldquo;we,&rdquo; &ldquo;us,&rdquo; &ldquo;our,&rdquo; the &ldquo;Company,&rdquo; &ldquo;NewGenIvf&rdquo; and &ldquo;PubCo,&rdquo; and similar terminology refer to NewGenIvf Group Limited and its subsidiaries subsequent to the Business Combination (defined below). References to &ldquo;Legacy NewGenIvf&rdquo; and &ldquo;NewGenIvf Limited&rdquo; refer to NewGenIvf Limited, a Cayman Islands exempted company. This Report contains or may contain forward-looking the Securities Exchange Act of 1934 (the &ldquo;Exchange Act&rdquo;) that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as &ldquo;expects,&rdquo; &ldquo;intends,&rdquo; &ldquo;plans,&rdquo; &ldquo;believes,&rdquo; &ldquo;anticipates,&rdquo; &ldquo;estimates,&rdquo; and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the &ldquo;Risk Factors&rdquo; section of PubCo&rsquo;s registration statement on Form F-4 (File No. 333- 275208) initially filed with the Securities and Ex

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. Directors and Senior Management The directors and executive officers upon consummation of the Business Combination are set forth in the Form F-4 in the section entitled &ldquo;Directors and Executive Officers of the Combined Company After the Business Combination&rdquo; and is incorporated herein by reference. Except for Au, Hok Man Jefferson, Foo, Yip Eng Jeremy and Richard Li, the address of our directors and executive officers is 36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110, Thailand. The business address of Foo, Yip Eng Jeremy is 313 Pasir Panjang Road #05-05, Singapore 117482, Singapore. The business address of Richard Li is Level 1, 237 East Boundary Road, Bentleigh East, Victoria 3165, Australia. B. Advisors Not applicable. C. Auditors Marcum Asia CPAs LLP (&ldquo;Marcum Asia&rdquo;), 7 Penn Plaza, Suite 830, New York, New York, 10001, acted as A SPAC I Acquisition Corp.&rsquo;s independent registered public accountant since April 29, 2021 (inception) through April 3, 2024, the date of the Business Combination. WWC, P.C., San Mateo, California, 94403 acted as the independent auditor of Legacy NewGenIvf as of December 31, 2022 and 2021 and for the years then ended. Following the consummation of the Business Combination, Onestop Assurance PAC (&ldquo;Onestop&rdquo;), 10 Anson Road, #06-15 International Plaza, Singapore 079903, is being engaged as the independent auditor of PubCo.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors The risk factors associated with PubCo&rsquo;s business are described in the Form F-4 in the section entitled &ldquo;Risk Factors&rdquo; and are incorporated herein by reference. -1-

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company The legal name of PubCo is NewGenIvf Group Limited. PubCo was incorporated as a British Virgin Islands business company on January 26, 2023. PubCo has been the consolidating entity for purposes of Legacy NewGenIvf&rsquo;s financial statements since the consummation of the Business Combination on April 3, 2024. The history and development of PubCo and the material terms of the Business Combination are set forth in the Form F-4 in the sections entitled &ldquo;Summary of the Proxy Statement/Prospectus,&rdquo; &ldquo;Proposal No. 1 &ndash; The Reincorporation Merger Proposal,&rdquo; &ldquo;Proposal No. 2 &ndash; The Acquisition Merger Proposal,&rdquo; and &ldquo;Description of Combined Company&rsquo;s Securities,&rdquo; which are incorporated herein by reference. See &ldquo;Explanatory Note&rdquo; in this Report for additional information regarding PubCo and the Business Combination. Certain information about PubCo is set forth in &ldquo;Item 4.B&thinsp;&mdash;&thinsp;Business Overview&rdquo; and is incorporated herein by reference. The material terms of the Business Combination are set forth in Item 10 of this Report. PubCo&rsquo;s registered office is Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands, and its principal executive office is 36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110, Thailand. PubCo&rsquo;s principal website address is https://www.newgenivf.com. We do not incorporate the information contained on, or accessible through, PubCO&rsquo;s websites into this Report, and you should not consider it a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC&rsquo;s website is www.sec.gov. B. Business Overview Follow

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS None.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The discussion and analysis of the financial condition of Legacy NewGenIvf is included in the Form F-4 in the section entitled &ldquo;Management&rsquo;s Discussion and Analysis of Financial Condition and Results of Operations of NewGenIvf,&rdquo; which is incorporated herein by reference.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Executive Officers See &ldquo;Item 1. Identity of Directors, Senior Management and Advisers&mdash;A. Directors and Senior Management.&rdquo; B. Compensation The executive compensation of PubCo&rsquo;s executive officers and directors is described in the Form F-4 in the section entitled &ldquo;Directors and Executive Officers of the Combined Company after the Business Combination&rdquo; which information is incorporated herein by reference. C. Board Practices See &ldquo;Item 1. Identity of Directors, Senior Management and Advisers&mdash;A. Directors and Senior Management.&rdquo; D. Employees Information regarding Legacy NewGenIvf&rsquo;s employees is described in the Form F-4 in the section entitled &ldquo;Information about NewGenIvf &ndash; Employees,&rdquo; which information is incorporated herein by reference. E. Share Ownership executive officers and directors upon consummation of the Business Combination is set forth in Item 7.A of this Report. -3-

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders The following table sets forth information regarding the beneficial each person known by us to be the beneficial owner of more than 5% of our outstanding shares; each of our officers and directors; and all our officers and directors as a group. The calculations in the table below are based on 10,149,386 ordinary shares issued and outstanding as of April 3, 2024. Name and Address of Beneficial Owner (1) Number of Shares % of Class Five Percent or Greater Holders Fong, Hei Yue Tina 2,326,000 22.9 % Siu, Wing Fung Alfred 1,779,500 17.5 % Chardan Capital Market, LLC (2) 1,569,000 15.5 % Future Yield Holdings Limited (3) 750,000 7.4 % A SPAC (Holdings) Acquisition Corp. (4) 655,000 6.5 % Kit Yee Sze (5) 546,925 5.4 % Directors and Executive Officers Fong, Hei Yue Tina 2,326,000 22.9 % Siu, Wing Fung Alfred 1,779,500 17.5 % Au, Hok Man Jefferson - - Richard Li - - Foo, Yip Eng Jeremy - - Chiu, Wai Yip Raymond - - All Directors and Executive Officers as a group (6 individuals) 4,105,500 40.4 % (1) Except for Au, Hok Man Jefferson, Foo, Yip Eng Jeremy and Richard Li, the address of our directors and executive officers is 36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110, Thailand. The business address of Foo, Yip Eng Jeremy is 313 Pasir Panjang Road #05-05, Singapore 117482, Singapore. The 3165, Australia. (2) Chardan Capital Market, LLC, is controlled by Steven Urbach. The business address of Chardan Capital Market, LLC is 17 State Street, 21ST Floor, New York, New York, 10004. (3) The business address of Future Yield Holdings Limited is Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road T

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION A. Consolidated Statements and Other Financial Information

Financial Statements

Financial Statements See Item 18 of this Report.

Legal Proceedings

Legal Proceedings We are currently not a party to any material legal or administrative proceedings. We have been, and may from time to time be involved in various legal proceedings arising from the normal course of business activities. The results of litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on our business, financial condition and/or operations because of defence and settlement costs, diversion of management resources and other factors. Dividend Policy Our policy on dividend distributions is set forth in the Form F-4 in the section entitled &ldquo;Trading Market and Dividends &mdash; Combined Company &mdash; Dividend Policy,&rdquo; which is incorporated herein by reference. B. Significant Changes None.

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING A. Offer and Listing Details Our Class A ordinary shares are listed on the Nasdaq Global Market under the symbols &ldquo;NIVF&rdquo; and our warrants are listed on the Nasdaq Capital Market and &ldquo;NIVFW,&rdquo; respectively. B. Plan of Distribution Not applicable. C. Markets Our Class A ordinary shares are listed on the Nasdaq Global Market under the symbols &ldquo;NIVF&rdquo; and our warrants are listed on the Nasdaq Capital Market and &ldquo;NIVFW,&rdquo; respectively. -5- D. Selling Shareholders Not applicable. E. Dilution Not applicable. F. Expenses of the Issue Not applicable.

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION A. Share Capital As of the date of this Report, we are authorized to issue a maximum of 101,000,100 shares with no par value divided into 100,000,000 Class A ordinary shares, 100 Class B ordinary shares and 1,000,000 preferred shares. As of April 3, 2024, subsequent to closing of the Business Combination, there were 10,149,386 Class A ordinary shares outstanding. There were also 8,319,988 warrants outstanding, each exercisable to purchase one Class A ordinary share at a price of $11.50 per full share. Certain of our shareholders are subject to lock-up as contained in the Form F-4 in the section entitled &ldquo;Proposal No. 2&mdash;The Acquisition Merger Proposal&mdash; Additional Agreements to be Executed at Closing &mdash;Lock-up Agreement and Arrangements.&rdquo; B. Memorandum and Articles of Association We are a BVI business company incorporated under the laws of the British Virgin Islands and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and BVI Business Companies Act, 2004 (as amended), which we refer to as the &ldquo;Companies Act&rdquo; below, and the common law of the BVI. We incorporate by reference into this Report our Amended and Restated Memorandum and Articles of Association, the form of which was filed as Annex B to our registration statement on Form F-4 (File No. 333-275208) initially filed with the Securities and Exchange Commission on October 27, 2023, as amended, which are incorporated herein by reference. Our shareholders adopted our Amended and Restated Memorandum and Articles of Association by a resolution of shareholders on March 1, 2024, which became effective upon the effective date of the Reincorporation Merger. The following are summaries of material provisions of our Amended and Restated Memorandum and Articles of Association and the Companies Act insofar as they relate to the material terms of our ordinary shares. Registered Offic

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