Item 1.01 Entry into a Material Definitive
Agreement.
Amendment to the Merger Agreement
As previously disclosed in the Current Report
on Form 8-K filed by A SPAC I Acquisition Corp., a British Virgin Islands business company (“A SPAC I” or the “Company”),
with the Securities and Exchange Commission (the “SEC”) on February 16, 2023, A SPAC I entered into a Merger Agreement dated
as of February 15, 2023 (the “Merger Agreement”) by and among (i) A SPAC I, (ii) NewGenIvf Limited, a Cayman Islands exempted
company (“NewGen”), (iii) certain shareholders of NewGen (each, a “Principal Shareholder” and collectively, the
“Principal Shareholders”), (iv) A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (the “Purchaser”),
and (v) A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger
Sub”).
On June 12, 2023, A SPAC I entered into a First Amendment
to Merger Agreement (the “First Amendment”) with NewGen, Principal Shareholders, Purchaser and Merger Sub, to amend the Merger
Agreement. Pursuant to the First Amendment, NewGen has agreed to provide non-interest bearing loans in an aggregate principal amount of
up to $560,000 (the “Loan”) to A SPAC I to fund any amount that may be required in order to further extend the period of time
available for A SPAC I to consummate a business combination and for A SPAC I’s working capital, payment of professional, administrative
and operational fees and expenses, and other purposes as mutually agreed by A SPAC I and NewGen. Such loans will only become repayable
upon the closing of the Acquisition Merger (as defined in the Merger Agreement). In addition, pursuant to the First Amendment, subject
to receipt of at least $140,000 as part of the Loan from NewGen, A SPAC I agreed to waive its termination rights and the right to receive
any Break-up Fee (as defined in the Merger Agreement) due to NewGen’s failure to deliver the U.S. GAAP Financials (as defined in
the Merger Agreement) by February 28, 2023.
The foregoing description of the First Amendment
is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is included as Exhibit 2.1 hereto,
and the terms of which are incorporated herein by reference.
Issuance of Promissory Note
On June 12, 2023, the Company issued an unsecured
promissory note in the aggregate principal amount of up to $200,000 (the “Note”) to A SPAC (Holdings) Acquisition Corp., the
Company’s sponsor (the “Sponsor”). Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount
of up to $200,000. The Note shall be payable promptly on demand and, in any event, no later than the date on which the Company terminates
or consummates an initial business combination. Such Note is convertible into warrants having the same terms and conditions as the public
warrants, at the price of $1.00 per warrant, at the option of the Sponsor. The Note does not bear interest.
The proceeds of the Note will be used by the Company
to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business
combination, and for working capital purposes.
The foregoing description of the Note is qualified
in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1
and is incorporated herein by reference.
Amendments to Promissory Notes
As previously disclosed in the Current Reports
on Form 8-K filed by A SPAC I with the SEC on February 3, 2023 and March 16, 2023, respectively, A SPAC I issued two unsecured promissory
notes to the Sponsor dated as of January 27, 2023 (the “January Note”) and March 13, 2023 (the “March Note”, together
with the January Note, the “Prior Notes”).
On June 12, 2023, A SPAC I entered into amendments
to the Prior Notes (the “Amendments to the Promissory Notes”) with the Sponsor. Pursuant to the Amendments, the principal
amounts outstanding under the Prior Notes shall be payable promptly on demand and, in any event, no later than the date on which the Company
terminates or consummates an initial business combination.
The foregoing description of the Amendments to
the Promissory Notes is qualified in its entirety by reference to the full text of the Amendments to the Promissory Notes, copies of which
are filed with this Current Report on Form 8-K as Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.