ADDED
Financial Statements 1 Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 (Audited) 1 Unaudited Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2025 2 Unaudited Condensed Consolidated Statement of Changes in Shareholders (Deficit) Equity for the Three and Nine Months Ended September 30, 2025 3 Unaudited Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2025 4 Notes to Unaudited Condensed Consolidated Financial Statements 5 Item 2.
AND ITS SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 Organization and Business Operations BEST SPAC I Acquisition Corp.
The Company has two wholly owned inactive subsidiaries, High Distinction Group Limited, a Cayman Islands exempted company formed on September 1, 2025 (the Purchaser ), and BEST SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company formed on September 2, 2025 (the Merger Sub ).
As of September 30, 2025, the Company had not commenced any operations.
At all other times, ordinary shares are classified as shareholder s equity.
7 Merger Agreement On September 25, 2025, the Company 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) the Purchaser; and (iii) the Merger Sub.
Such additional shares may be issued to any investor in exchange for cash, and shall equal US$ 300,000,000 divided by the amount of the pre-money valuation of HDE as agreed upon by the Company, HDE and the additional investors, multiplied by the additional invested amount, then divided by $ 10.00 .
Certain shareholders and holders of equity awards of HDE (the Earnout Shareholders ) shall have the right to receive an aggregate of up to an additional 2,000,000 Purchaser Ordinary Shares (subject to equitable adjustment), which shall vest from and after one month after the closing date until the date that is two years from the closing date, if the volume weighted average price of the Purchaser Ordinary Shares over any twenty ( 20 ) trading days within any thirty ( 30 ) trading day period is greater than or equal to $ 15.00 .
The Merger Agreement contains customary representations, warranties and covenants of the parties thereto.
The consummation of the proposed transactions is subject to certain conditions as further described in the Merger Agreement.
REMOVED
Financial Statements 1 Condensed Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 (Audited) 1 Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2025 2 Unaudited Condensed Statements of Changes in Shareholders (Deficit) Equity for the Three and Six Months Ended June 30, 2025 3 Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2025 4 Notes to Unaudited Condensed Financial Statements 5 Item 2.
As of June 30, 2025, the Company had not commenced any operations.
At all other times, ordinary shares will be classified as shareholder s equity.
Going Concern Consideration As of June 30, 2025, the Company had cash of $ 1,774,995 and a working capital of $ 1,684,161 .
The Company s liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $ 25,000 from the sale of the Founders Shares and loan proceeds from the Sponsor of up to $ 350,000 .
As of June 30, 2025, the Company had borrowed $ 79,122 under the promissory note, which is due on demand.
If the Company is unable to complete its Business Combination because it does not have sufficient funds available, it will may cease operations and liquidate the Trust Account.
9 Use of Estimates The preparation of the unaudited condensed financial statements in conformity with U.S.
The Company had $ 1,774,995 and $ 0 in cash and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.
At all other times, ordinary shares is classified as shareholders equity.