NewGenIVF Group Ltd Files 2023 Annual Report

TL;DR

NewGenIVF (fka ASPAC I Mini Acquisition) dropped its 2023 20-F. Check it for health services biz updates.

AI Summary

NewGenIVF Group Ltd filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company, formerly known as ASPAC I Mini Acquisition Corp. until a name change on June 14, 2023, is based in Hong Kong and operates in the health services sector. The filing provides comprehensive information on its operations and financial status.

Why It Matters

This filing provides investors and stakeholders with a detailed overview of NewGenIVF Group Ltd's performance and financial health for the 2023 fiscal year, including any significant changes or events.

Risk Assessment

Risk Level: medium — As a 20-F filing, it represents an annual report for a foreign private issuer, which may involve different regulatory environments and reporting standards compared to domestic US companies.

Key Players & Entities

• NewGenIVF Group Ltd (company) — Registrant
• ASPAC I Mini Acquisition Corp. (company) — Former company name
• 20231231 (date) — Fiscal year end
• 20240820 (date) — Filing date
• 001-42004 (dollar_amount) — SEC file number

FAQ

Key Financial Figures

• $54,104 — , 2023, the Company had bank balance of $54,104 and may have challenge to settle its ob
• $2 million — s of April 4, 2024, the Company settled $2 million to any payment with respect to accounts
• $2 m — ng subsequent to year-end with total of $2 million, and that the Company received $2

Filing Documents

• ea0211229-20f_newgen.htm (20-F) — 1604KB
• ea021122901ex8-1_newgen.htm (EX-8.1) — 3KB
• ea021122901ex12-1_newgen.htm (EX-12.1) — 10KB
• ea021122901ex12-2_newgen.htm (EX-12.2) — 4KB
• ea021122901ex13-1_newgen.htm (EX-13.1) — 4KB
• ea021122901ex13-2_newgen.htm (EX-13.2) — 10KB
• ea021122901ex14-1_newgen.htm (EX-14.1) — 141KB
• ea021122901ex15-1_newgen.htm (EX-15.1) — 3KB
• ea021122901ex16-1_newgen.htm (EX-16.1) — 4KB
• ea021122901ex19-1_newgen.htm (EX-19.1) — 112KB
• ea021122901ex97-1_newgen.htm (EX-97.1) — 26KB
• image_001.jpg (GRAPHIC) — 118KB
• image_002.jpg (GRAPHIC) — 51KB
• image_003.jpg (GRAPHIC) — 102KB
• image_004.jpg (GRAPHIC) — 119KB
• fin_001.jpg (GRAPHIC) — 16KB
• ex8-1_001.jpg (GRAPHIC) — 1221KB
• ex15-1_001.jpg (GRAPHIC) — 14KB
• ex15-1_003.jpg (GRAPHIC) — 1KB
• ex15-1_002.jpg (GRAPHIC) — 8KB
• ex16-1_001.jpg (GRAPHIC) — 7KB
• ex16-1_002.jpg (GRAPHIC) — 2KB
• ex16-1_003.jpg (GRAPHIC) — 4KB
• 0001213900-24-070853.txt ( ) — 10109KB
• nivf-20231231.xsd (EX-101.SCH) — 74KB
• nivf-20231231_cal.xml (EX-101.CAL) — 49KB
• nivf-20231231_def.xml (EX-101.DEF) — 312KB
• nivf-20231231_lab.xml (EX-101.LAB) — 568KB
• nivf-20231231_pre.xml (EX-101.PRE) — 326KB
• ea0211229-20f_newgen_htm.xml (XML) — 702KB

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 72 Item 12

Description of Securities Other Than Equity Securities

Description of Securities Other Than Equity Securities 73 Part II 74 Item 13 Defaults, Dividend Arrearages and Delinquencies 74 Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds 74 Item 15

Controls and Procedures

Controls and Procedures 74 Item 16 [Reserved] 75 Item 16A Audit Committee Financial Expert 75 Item 16B Code of Ethics 75 Item 16C Principal Accountant Fees and Services 76 Item 16D Exemptions from the Listing Standards for Audit Committees 76 Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers 76 Item 16F Change in Registrant's Certifying Accountant 76 Item 16G Corporate Governance 77 Item 16H Mine Safety Disclosure 77 Item 16I Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 77 Item 16J Insider Trading Policies 77 Item 16K Cybersecurity 77 Part III 78 Item 17

Financial Statements

Financial Statements 78 Item 18

Financial Statements

Financial Statements 78 Item 19 Exhibits 78

SIGNATURES

SIGNATURES 80 i INTRODUCTION In this annual report, except where the context otherwise requires and for purposes of this annual report only: "ASCA" means A SPAC I Acquisition Corp., a British Virgin Islands business company. "A SPAC I Mini Acquisition Corp." means A SPAC I Mini Acquisition Corp., a British Virgin Islands business company. "Business Combination" means the transactions contemplated by the Merger Agreement, pursuant to which (i) ASCA reincorporated to the British Virgin Islands by merging with and into the Company; and (ii) Merger Sub merged with and into Legacy NewGenIvf, resulting in Legacy NewGenIvf being a wholly-owned subsidiary of the Company. "BVI" means British Virgin Islands. "Class A Ordinary Share" means Class A ordinary shares of the Company, no par value. "Class B Ordinary Share" means Class B ordinary shares of the Company, no par value. "Closing" means the consummation of the Business Combination, which occurred on April 3, 2024. "Company" means NewGenIvf Group Limited, a British Virgin Islands business company, the surviving entity of the Business Combination. "Legacy NewGenIvf" means NewGenIvf Limited, a Cayman Islands exempted company, which became a wholly owned subsidiary of ASCA upon the Closing. "Merger Agreement" means the Merger Agreement entered into on February 15, 2023, and as amended on June 12, 2023 and December 6, 2023, between ASCA, A SPAC I Mini Acquisition Corp., Merger Sub, Legacy NewGenIvf, and certain shareholders of Legacy NewGenIvf, pursuant to which the Reincorporation Merger and Acquisition Merger were consummated. "Merger Sub" means A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and former wholly-owned subsidiary of A SPAC I Mini Acquisition Corp. "NewGenIvf" means NewGenIvf Group Limited, a British Virgin Islands business company, the surviving entity of the Business Combination, unless the context so requires. "Preferred Shares" means preferred shares of the Company,

Identity of Directors, Senior Management

Item 1. Identity of Directors, Senior Management and Advisers Not applicable.

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

Risk Factors Risks Related to NewGenIvf's Business and Industry Our ability to continue operating. As of December 31, 2023, the Company had bank balance of $54,104 and may have challenge to settle its obligations when payment become due. The Company is always closely monitoring the market opportunities and is currently in the process of exercising various fundraising projects with various potential investors to improve the Company's cash flow position for its operation and short-term payables. One fundraising project was completed on April 3, 2024. As of April 4, 2024, the Company settled $2 million to any payment with respect to accounts payable, but not, directly or indirectly, for (i) except for expenses relating to the Business Combination, the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation as at December 31, 2023. The Company secured funding subsequent to year-end with total of $2 million, and that the Company received $2 million funding to date. The Company can make no assurance that required financings will be available for the amounts needed, or on terms commercially acceptable to the Company, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on the Company and its financial statements. The consolidated financial statements do not reflect adjustments that would be necessary if the going concern basis was not appropriate. If the going concern basis was not appropriate for these consolidated financial statements, then adjustments would be necessary in the carrying value of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used. These adjustments could be material. The fertility mark

View Full Filing

View this 20-F filing on SEC EDGAR