Siu Wing Fung Alfred Files 13D for NewGenIvf Group Ltd

TL;DR

**13D FILED: Siu Wing Fung Alfred now has a stake in NewGenIvf Group Ltd.**

AI Summary

On April 3, 2024, Siu Wing Fung Alfred filed a Schedule 13D regarding NewGenIvf Group Ltd. This filing indicates a change in beneficial ownership of the company's Class A ordinary shares. The filing was made by Siu Wing Fung Alfred, with a business address in Hong Kong.

Why It Matters

This Schedule 13D filing signals a significant change in the ownership structure of NewGenIvf Group Ltd, potentially impacting its stock price and corporate strategy.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• Siu Wing Fung Alfred (person) — Filing person and authorized contact
• NewGenIvf Group Ltd (company) — Subject company
• Wai Lam Tina Fong (person) — Group member
• ASPAC I Mini Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $15.00 — day period is greater than or equal to $15.00 (as adjusted for share splits, share ca

Filing Documents

• ea0203626-13dsiu_newgen.htm (SC 13D) — 56KB
• ea020362601ex99-7_newgen.htm (EX-7) — 5KB
• 0001213900-24-031719.txt ( ) — 62KB

Security and Issuer

Item 1. Security and Issuer. This statement of beneficial ownership on Schedule 13D (this “Statement”) relates to the Class A ordinary shares of the Issuer. The principal executive offices of the Issuer are located at 36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110, Thailand. The Issuer’s Class A Ordinary Shares are listed on the Nasdaq Global Market under the symbol “NIVF.”

Identity and Background

Item 2. Identity and Background. The Schedule 13D is being filed by (1) Wing Fung Alfred Siu, a citizen of United Kingdom and Hong Kong, China. The business address of Mr. Siu is 1/F, Pier 2, Central, Hong Kong. Mr. Siu is the Chairman and Chief Executive Officer of the Issuer; and (2) Wai Lam Tina Fong, a citizen of United Kingdom and Hong Kong, China. The business address of Ms. Fong is 1/F, Pier 2, Central, Hong Kong. Ms. Fong is a Director and Chief Marketing Officer of the Issuer. Ms. Fong is Mr. Siu’s spouse. Each of the foregoing is a “Reporting Person” and collectively are the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described and defined in Item 6 below. Accordingly, the Reporting Persons are hereby jointly filing this Schedule 13D. During the last five years, no Reporting Person has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. On April 3, 2024 (the “Closing Date”), A SPAC I Acquisition Corp., a British Virgin Islands business company (“ASCA”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Merger Agreement, dated as of February 15, 2023, as amended on June 12, 2023, December 6, 2023 and March 1, 2024 (the “Merger Agreement”), by and among ASCA, the Issuer (f/k/a A SPAC I Mini Acquisition Corp.), A SPAC I Mini Sub Acquisition Corp., NewGenIvf Limited (“Legacy NewGenIvf”), and certain shareholders of Legacy NewGenIvf. Pursuant to the terms of the Merger Agreement, upon closing of the Business Combination, 214,175 Legacy NewGenIvf’s ordinary shares were automatically cancelled and converted into 1,779,500 Issuer’s Class A ordinary shares issued to Wing Fung Alfred Siu and 280,000 Legacy NewGenIvf’s ordinary shares were automatically cancelled and converted into 2,326,000 Issuer’s Class A ordinary shares issued to Wai Lam Tina Fong. References to and descriptions of the Merger Agreement herein is qualified in their entirety by reference to the Merger Agreement filed as Exhibits 1, 2, 3 and 4 to this Statement and incorporated herein by reference.

Purpose of Transaction

Item 4. Purpose of Transaction . The information regarding the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference. All of the Issuer’s Class A ordinary shares beneficially owned by the Reporting Persons, as reported in this Statement, were received in connection with the Business Combination. Other than as described in this Item 4, the Reporting Persons do not have any plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) The responses of the Reporting Persons with respect to Rows 11 and 13 on the cover pages of this Statement that relate to the aggregate number and percentage of Class A ordinary shares of the Issuer (including, but not limited to, footnotes to such information) are incorporated herein by reference. (b) The responses of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Statement that relate to the number of shares of Class A ordinary shares of the Issuer as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference. (c) Except as set forth in this Statement, the Reporting Persons have not, to the best of their knowledge, engaged in any transaction with respect to the Issuer’s Class A ordinary shares during the sixty days prior to the date of filing this Statement. 4 (d) Except as described in Item 3, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s ordinary shares beneficially owned by the Reporting Persons as reported in this Statement. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The descriptions of the Merger Agreement under Item 3 is incorporated herein by reference. The summary of certain provisions of such agreement in this Statement are not intended to be complete and are qualified in their entirety by reference to the full text of such agreement, which is filed as Exhibits 1, 2, 3 and 4 hereto and is incorporated herein by reference. Lock-Up Agreement In connection with the closing of the Business Combination, the Issuer entered into a Lock-up Agreement with Wing Fung Alfred Siu and Hei Yue Tina Fong on April 3, 2024, pursuant to which each agrees, (i) offer, sell, contract to sell, pledge or otherwise dispose of any ordinary shares, any ordinary shares received or issuable upon settlement of restricted share units or the exercise of options or warrants to purchase any ordinary Shares, or any securities convertible into or exercisable or exchangeable for any ordinary shares, in each case, of the Issuer directly or indirectly held by, or beneficially owned by, the Reporting Persons immediately after the closing of the Business Combination, and any earnout shares of the Issuer (“Earn-out Shares”) to the extent issued pursuant to the Merger Agreement (the “Lock-up Shares”); (ii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any Lock-up Shares, whether any of these transactions are to be settled by delivery of any such shares, in cash or otherwise; or (iii) publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, edge or other arrangement, or engage in any “Short Sales” (as defined in the Lock-up Agreement) with respect to any security of the Issuer; for a period of one (1) year after the closing date and (ii) any Earnout Shares,

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Description 1 Merger Agreement, dated as of February 15, 2023, by and among ASCA, NewGenIvf Limited, certain shareholders of NewGenIvf Limited, A SPAC I Mini Acquisition Corp., and A SPAC I Mini Sub Acquisition Corp. (incorporated by reference to Exhibit 2.1 to ASCA’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2023) 2 First Amendment to the Merger Agreement, dated June 12, 2023, by and among ASCA, NewGenIvf Limited, Principal Shareholders, A SPAC I Mini Acquisition Corp. and A SPAC I Mini Sub Acquisition Corp. (incorporated by reference to Exhibit 2.1 to ASCA’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2023) 3 Second Amendment to the Merger Agreement, dated December 6, 2023, by and among ASCA, NewGenIvf Limited, Principal Shareholders, A SPAC I Mini Acquisition Corp. and A SPAC I Mini Sub Acquisition Corp. (incorporated by reference to Exhibit 2.1 to ASCA’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2023) 4 Third Amendment to the Merger Agreement, dated March 1, 2024, by and among ASCA, NewGenIvf Limited, Principal Shareholders, A SPAC I Mini Acquisition Corp. and A SPAC I Mini Sub Acquisition Corp. (incorporated by reference to Exhibit 2.1 to ASCA’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2024) 5 Form of Lock-up Agreement (incorporated by reference to Exhibit 4.8 to the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 9, 2024) 6 Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to ASCA’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2023) 7* Joint Filing Agreement, date as of April 10, 2024 by and between the Reporting Persons,

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View this SC 13D filing on SEC EDGAR