- Combined company to be named NewGenIvf Group
Limited
NEW
YORK, March 5, 2024 /PRNewswire/ -- NewGenIvf
Limited ("NewGen" or the "Company"), a comprehensive fertility
services provider in Asia helping
couples and individuals obtain access to fertility treatments, and
A SPAC I Acquisition Corp. (NASDAQ: ASCA) ("A SPAC I"), a publicly
traded special purpose acquisition company, announced today that
the previously announced business combination (the "Business
Combination") was approved at an extraordinary general meeting of A
SPAC I on March 4, 2024.
Complete official results of the vote will be included in a
current report on Form 8-K to be filed by A SPAC I with the
U.S. Securities and Exchange Commission (the "SEC").
The Business Combination is expected to close once all closing
conditions have been met. The combined company will be named
"NewGenIvf Group Limited" and its shares and warrants are expected
to begin trading on the Nasdaq Capital Market under the tickers
"NIVF", and "NIVFW", respectively.
NewGen is a family of fertility clinics primarily serving
patients in Southeast Asia. The
Company currently provides fertility services across three
jurisdictions, namely Thailand,
Cambodia, and Kyrgyzstan. Upon Business Combination closing,
the combined company will be named NewGenIvf Group Limited, and
will be the only listed Asian company offering legal surrogacy
services for couples as well as single parents, including the
LGBTQ+ community, according to China Insight Consultancy
("CIC").
Since the opening of its first clinic in Thailand in 2014, NewGen has stood at the
forefront of the industry, offering a comprehensive suite of
services, including in-vitro fertilization (IVF) treatments and
surrogacy services. The Company utilizes exclusive access to
licensed technologies, including MicroSort. NewGen received an
offer to purchase the global rights to MicroSort technology in
February 2024. This technology,
combined with NewGen's other innovative offerings, positions the
Company to tailor services to family balancing needs and maintain a
competitive edge in the rapidly growing Asian fertility market. One
of the Company's shareholders, Seazen Resources, is a subsidiary of
Seazen Development, one of China's
leading real estate developers.
Mr. Siu Wing Fung Alfred,
founder, chairman, and CEO of NewGen, commented, "This is a
momentous step forward on our path to becoming the leading
fertility service provider in Asia. Since our inception over a decade ago,
we have been steadfastly committed to providing accessible
fertility solutions to individuals and couples throughout the
region, helping them to them to realize their dreams of building a
family. Our business combination with A SPAC I positions us
favorably to meet growing demand for fertility services across
Asia, and will bolster our ongoing
success in securing contracts throughout the region."
"Recent developments in the region make this a particularly
advantageous time for growth," Mr. Siu continued. "Pending
legislation in Thailand would
allow foreign couples to seek surrogacy services in the country,
enhancing our already robust total addressable market. The law
changes, which have yet to be approved, are part of a wider legal
reform effort regarding surrogacy and assisted reproductive
services in Thailand. Overall, I
am excited about the possibilities ahead, and eagerly anticipate
embarking on the next chapter of our journey as a Nasdaq-traded
company."
Claudius Tsang, CEO, CFO and
Chairman of A SPAC I, commented, "We are pleased to announce that
our shareholders have recognized the value that NewGen delivers and
voted to approve the business combination. We believe that as a
listed company, NewGen will be able to take advantage of the
platform to execute on its vision of expanding its provision of
comprehensive fertility treatment services throughout Asia."
Transaction Details
Under the terms of the business combination agreement between
NewGen and A SPAC I, the transaction sets NewGen's enterprise value
at approximately US$50 million.
Advisors
Jun He Law Offices is serving as legal advisor to NewGen in
connection with the Transaction.
Loeb & Loeb LLP, Haiwen & Partners, DFDL (Thailand) Limited, Kalikova & Associates
law firm and Ogier are serving as legal advisors to A SPAC I in
connection with the Transaction.
About NewGen
NewGen is a comprehensive fertility services provider in
Asia helping couples and
individuals obtain access to fertility treatments. With a mission
to aid couples and individuals in building families regardless of
fertility challenges, NewGen has dedicated itself to creating
increased access to infertility treatment and providing
comprehensive fertility services for its customers. NewGen Group
and its management have over a decade of experience in the
fertility industry. NewGen's clinics are located in Thailand, Cambodia, and Kyrgyzstan, and present a full suite of
services for its patients, including comprehensive infertility and
assisted reproductive technology treatments, egg and sperm
donation, and surrogacy, in the appropriate jurisdictions,
respectively. To learn more, visit www.newgenivf.com. The
information contained on, or accessible through, NewGen's website
is not incorporated by reference into this press release, and you
should not consider it a part of this press release.
About A SPAC I Acquisition Corp.
A SPAC I Acquisition Corp. is a blank check company sponsored by
A SPAC (Holdings) Acquisition Corp., a British Virgin Islands company, and formed for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities.
Important Notice Regarding Forward-Looking
Statements
This press release contains certain "forward-looking statements"
within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, both as amended. Statements that are not
historical facts, including statements about the pending
transactions among A SPAC I and NewGen and the transactions
contemplated thereby, and the parties' perspectives and
expectations, are forward-looking statements. Such statements
include, but are not limited to, statements regarding the proposed
transaction, including the anticipated initial enterprise value and
post-closing equity value, the benefits of the proposed
transaction, integration plans, expected synergies and revenue
opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the
expected management and governance of the combined company, and the
expected timing of the transactions. The words "expect," "believe,"
"estimate," "intend," "plan" and similar expressions indicate
forward-looking statements. These forward-looking statements are
not guarantees of future performance and are subject to various
risks and uncertainties, assumptions (including assumptions about
general economic, market, industry and operational factors), known
or unknown, which could cause the actual results to vary materially
from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to:
(i) risks related to the expected timing and likelihood of
completion of the pending transaction, including the risk that the
transaction may not close due to one or more closing conditions to
the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or
that a governmental entity prohibited, delayed or refused to grant
approval for the consummation of the transaction or required
certain conditions, limitations or restrictions in connection with
such approvals; (ii) risks related to the ability of A SPAC I and
NewGen to successfully integrate the businesses; (iii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the applicable transaction
agreements; (iv) the risk that there may be a material adverse
change with respect to the financial position, performance,
operations or prospects of NewGen or A SPAC I; (v) risks related to
disruption of management time from ongoing business operations due
to the proposed transaction; (vi) the risk that any announcements
relating to the proposed transaction could have adverse effects on
the market price of A SPAC I's securities; (vii) the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of NewGen and A SPAC I to retain customers
and retain and hire key personnel and maintain relationships with
their suppliers and customers and on their operating results and
businesses generally; (viii) the risk that the combined company may
be unable to achieve cost-cutting synergies or it may take longer
than expected to achieve those synergies; and (ix) risks associated
with the financing of the proposed transaction. A further list and
description of risks and uncertainties can be found in A SPAC I's
IPO prospectus filed with the SEC and in the Registration Statement
on Form F-4 and proxy statement/prospectus that has been filed with
the SEC by A SPAC I Mini Acquisition Corp. ("Purchaser") in
connection with the proposed transactions, and other documents that
the parties may file or furnish with the SEC, which you are
encouraged to read. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. Accordingly, you
are cautioned not to place undue reliance on these forward-looking
statements. Forward-looking statements relate only to the date they
were made, and A SPAC I, NewGen, and their subsidiaries undertake
no obligation to update forward-looking statements to reflect
events or circumstances after the date they were made except as
required by law or applicable regulation.
Additional Information and Where to Find It
In connection with the transaction described herein, A SPAC I
and Purchaser has filed and will file relevant materials with the
SEC, including the Registration Statement on Form F-4 and a proxy
statement/prospectus. The proxy statement/prospectus and a proxy
card was mailed to shareholders of A SPAC I as of a record date
established for voting at the shareholders' meeting relating to the
proposed transactions. Shareholders are also be able to obtain a
copy of the Registration Statement on Form F-4 and proxy
statement/prospectus without charge from A SPAC I and Purchaser.
The Registration Statement on Form F-4 and proxy
statement/prospectus may also be obtained without charge at the
SEC's website at www.sec.gov or by writing to A SPAC I at Level 39,
Marina Bay Financial Centre, Tower 2, 10 Marina Boulevard,
Singapore 018983. INVESTORS AND
SECURITY HOLDERS OF A SPAC I ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT A SPAC
I AND PURCHASER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT A SPAC I,
PURCHASER, NEWGENIVF AND THE TRANSACTIONS.
Participants in Solicitation
A SPAC I, NewGen, certain shareholders of A SPAC I, and their
respective directors, executive officers and employees and other
persons may be deemed to be participants in the solicitation of
proxies from the holders of A SPAC I ordinary shares in respect of
the proposed transaction. Information about A SPAC I's directors
and executive officers and their ownership of A SPAC I's ordinary
shares is set forth in A SPAC I's Registration Statement on Form
S-1 filed with the SEC. Other information regarding the interests
of the participants in the proxy solicitation will be included in
the proxy statement/prospectus pertaining to the proposed
transaction. These documents can be obtained free of charge from
the sources indicated above.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act, or an exemption therefrom.
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SOURCE A SPAC I Acquisition Corp.