NewGenIvf Group Ltd Files 6-K Report

TL;DR

NewGenIvf (formerly ASPAC I Mini Acquisition Corp.) filed a 6-K, confirming its foreign private issuer status and recent name change.

AI Summary

NewGenIvf Group Limited, formerly A SPAC I Mini Acquisition Corp., filed a Form 6-K on April 4, 2024. The filing is a report of a foreign private issuer for the month of April 2024. It notes a name change from ASPAC I Mini Acquisition Corp. to NewGenIvf Group Ltd on June 14, 2023, and references a business combination involving ASCA, Legacy NewGenIvf, and Merger Sub.

Why It Matters

This filing provides an update on the company's status as a foreign private issuer and details a significant name change, indicating corporate restructuring or rebranding efforts.

Risk Assessment

Risk Level: low — The filing is a routine report of a foreign private issuer and does not contain significant new financial or operational information that would immediately impact risk.

Key Numbers

• 001-42004 — SEC File Number (Identifies the company's filing with the SEC)

Key Players & Entities

• NewGenIvf Group Limited (company) — Filer and current company name
• ASPAC I Mini Acquisition Corp. (company) — Former company name
• A SPAC I Acquisition Corp. (company) — Party involved in business combination
• NewGenIvf Limited (company) — Party involved in business combination
• A SPAC I Mini Sub Acquisition Corp. (company) — Party involved in business combination
• 001-42004 (dollar_amount) — SEC file number
• 20230614 (dollar_amount) — Date of name change
• 20240404 (dollar_amount) — Filing date

FAQ

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
• $1,000,000,000 — conversion price calculated by dividing $1,000,000,000 (“Valuation Cap”) by the nu
• $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. The foreg

Filing Documents

• ea0203267-6k_newgenivf.htm (6-K) — 18KB
• 0001213900-24-030082.txt ( ) — 19KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission file number: 001-42004 NEWGENIVF GROUP LIMITED 36/39-36/40, 13th Floor, PS Tower Sukhumvit 21 Road (Asoke) Khlong Toei Nuea Sub-district Watthana District, Bangkok 10110 Thailand (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20- F Form 40-F EXPLANATORY NOTE On February 29, 2024, A SPAC I Acquisition Corp. (“ASCA”), A SPAC I Mini Acquisition Corp. (the then name of NewGenIvf Group Limited, the “Company”), NewGenIvf Limited (“Legacy NewGenIvf”) , A SPAC I Mini Sub Acquisition Corp. (the “Merger Sub”), and certain buyers named therein led by JAK Opportunities VI LLC (collectively, the “Buyers” or “JAK”) entered into a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Company agreed to issue and sell to JAK, in a private placement, an aggregate of up to $3,500,000 principal amount of convertible notes (the “Notes”), consisting of one or more tranches: (i) an initial tranche (the “Initial Tranche”) of an aggregate principal amount of Notes of up to $1,750,000 and including an original issue discount of up to aggregate $122,500, and (ii) subsequent tranches of an aggregate principal amount of Notes of up to $1,750,000 and including an original issue discount of up to aggregate $122,500. The Notes sold in connection with the Securities Purchase Agreement are convertible into the Company’s ordinary shares at an initial conversion price calculated by dividing $1,000,000,000 (“Valuation Cap”) by the number of the Company’s ordinary shares on a fully diluted basis (the “Conversion Price”). The Notes have an initial maturity date of six (6) months from the issuance date. The Conversion Price is subject to adjustment from time to time for splits, dividends and similar events. The Conversion Price may also be lowered at the Company’s discretion without limitation. The Notes bear an interest rate of 12.75% per annum, payable on the last day of each quarter, except that upon an event of default, the Notes shall accrue interest at the rate of 17.75% per annum until paid in full. The Notes rank senior to all other existing indebtedness and equity of the Company and are repayable at maturity at 145% of the principal amount. The Notes are prepayable at 175% of the outstanding principal amount, all outstanding and unpaid interest and all other amounts owing under the Notes with at least 30 trading days’ written notice. The Securities Purchase Agreement contains customary representations, warranties and covenants by, among and for the benefit of the parties, as well as customary indemnification provisions and standstill restrictions for 180 days after each closing of the Notes on the Company’s additional equity or debt capital raising without the consent of the Buyers. The issuance of the Initial Tranche occurred on the date of the closing of the Business Combination, i.e., April 3, 2024. In connection with the issuance, JAK received a certain amount of ordinary shares of the Company (the “Commitment Shares”), which were converted from Legacy NewGenIvf ordinary shares issued to JAK in February 2024 and equaled 295,000 ordinary shares of the Company, as well as an additional 100,000 ordinary shares of the Company, which were converted from Legacy NewGenIvf ordinary shares transferred by another shareholder of Legacy NewGenIvf to JAK in March 2024. In addition, a subsequent tranche of the Notes in the principal amount of $250,000 was issued and sold to JAK shortly after the closing of the Business Combination. As such, as of the date of this report on Form 6-K, an aggregate principal amount of Notes of $2,000,000 were issued and sold to JAK. The foregoing is only a brief description of the material terms of the Securities Purchase Agreement and the Notes and does not purport to be a complete description of the rights and obligations of the parties thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Securities Purchase Agreement and the Form of Note, copies of which are filed with ASCA’s Current Report on Form 8-K dated March 6, 2024 as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. 1 EXHIBITS Exhibit No. Description 4.1 Securities Purchase Agreement, dated February 29, 2024, by and among ASCA, the Company, Legacy NewGenIvf, the Buyers and Merger Sub (incorporated by reference to Exhibit 10.1 to ASCA’s Current Re

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