BEST SPAC I Acquisition Corp.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001213900-26-086168
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001213900-26-116408
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 51 previous paragraphs and 56 current paragraphs.
42 unchanged; 7 reworded; 7 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
On August 19, 2026, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”), which stated that, based upon a review of the Company’s Market Value of Listed Securities (MVLS) for the last 30 consecutive business days, the Company no longer meets the minimum MVLS of $35,000,000 required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(2). The Company also does not meet the requirements under Listing Rules 5550(b)(1) and 5550(b)(3).
Current report
The notification has no immediate effect on the listing of the Company’s securities, and its units, Class A ordinary shares and rights continue to trade on Nasdaq under the symbol “BSAAU,” “BSAA” and “BSAAR,” respectively.
Current report
In accordance with the Nasdaq listing rules, the Company has been provided with a compliance period of 180 calendar days, or until February 15, 2027, in which to regain compliance. In the event the Company does not regain compliance with the MVLS requirement prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. There is no assurance that the Company will be able to regain compliance with the Nasdaq listing rules prior to the expiration of the compliance period or at all.
Current report
On September 29, 2026, Naoda Investments Limited, pursuant to an instrument of transfer, transferred all of its ordinary shares of the Sponsor to the Buyer.
Current report
As a result of the transfer, the Buyer holds 100% of the issued and outstanding ordinary shares of the Sponsor, which directly holds 1,375,000 Class B ordinary shares and 277,000 Class A ordinary shares underlying the Private Placement Units, representing approximately 80.0% of the Company’s issued and outstanding ordinary shares. No changes were made to the directors or officers of the Company.
Current report
In connection with the transfer, Yun Chen resigned as the sole director of the Sponsor. Upon such resignation, Claudius Tsang, a director of the Buyer, was appointed as the sole director of the Sponsor and has shared voting and investment discretion with Kam Chi Kin with respect to the securities held of record by the Sponsor.
Current report
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024-03 for entities with non-calendar year ends. The amendments require public business entities to provide additional disaggregated disclosures regarding certain categories of expenses included in relevant income statement expense captions. The amendments are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these amendments may have on its unaudited condensed consolidated financial statements and related disclosures.
Removed paragraphs (2)
Previous report
On May 19, 2026, at the 2026 EGM, the Company’s shareholders approved a proposal to amend and restate the Company’s amended and restated memorandum and articles of association to allow the Company to extend the date by which it had to complete a business combination to June 16, 2027, or up to 24 months from its initial public offering. In connection with the shareholders’ vote at the 2026 EGM, 5,333,287 Class A ordinary shares with redemption value of $55,232,394.24 were tendered for redemption. The Company filed the second amended and restated memorandum and articles of association with the Registrar of Corporate Affairs at the British Virgin Islands on May 19, 2026.
Previous report
On May 19, 2026, the Sponsor entered into an assignment of economic interest agreement with an unaffiliated third party. In exchange for such third party agreeing to vote 451,243 shares of the Company’s Class A ordinary shares sold in its initial public offering in favor of the 2026 Charter Amendment, the Sponsor agreed to transfer to such third party an aggregate of 50,000 of the Company’s Class B ordinary shares held by the Sponsor immediately following the release or expiration of any transfer restrictions after the consummation of an initial business combination.
Reworded paragraphs (7)
Previous wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the proposed Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “should,” “could,” “would,” “plan,” “continue,” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 9, 2026 and the Company’s final prospectus for its initial public offering and in our other filings filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Current wording
This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of historical fact, included in this Quarterly Report, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the proposed Business Combination, our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “should,” “could,” “would,” “plan,” “continue,” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. They are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including the risk that the conditions of the proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 9, 2026 and the Prospectus and in our other filings filed with the SEC. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Previous wording
For the three months ended June 30, 2026, we had a net income of $166,802 which consisted of general and administrative expenses of $124,997, offset by interest income of $291,799. For the three months ended June 30, 2025, we had net loss of $5,791, which consisted of interest income of $87,764, partially offset by general and administrative expenses of $93,555.
Current wording
For the three months ended September 30, 2026, we had a net loss of $109,803 which consisted of general and administrative expenses of $134,489, partially offset by interest income of $24,686. For the three months ended September 30, 2025, we had net income of $240,364, which consisted of general and administrative expenses of $423,606, offset by interest income of $589,141 and gain on expiration of over-allotment option liability of $74,829.
Previous wording
For the six months ended June 30, 2026, we had a net income of $526,273 which consisted of general and administrative expenses of $270,131, offset by interest income of $796,404. For the six months ended June 30, 2025, we had net loss of $46,459 which consisted of interest income of $87,764, partially offset by general and administrative expenses of $134,223.
Current wording
For the nine months ended September 30, 2026, we had a net income of $416,470 which consisted of general and administrative expenses of $404,620, offset by interest income of $821,090. For the nine months ended September 30, 2025, we had net income of $193,905, which consisted of general and administrative expenses of $557,829, offset by interest income of $676,905 and gain on expiration of over-allotment option liability of $74,829.
Previous wording
On June 16, 2025, simultaneously with the closing of the IPO, the Company consummated the Private Placement with BEST SPAC I (Holdings) Corp., the Company’s sponsor, of 277,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,770,000. The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. The Private Placement Units are identical to the Units sold in this offering except that, so long as they are held by our Sponsor or its permitted transferees, (i) they will not be redeemable by us, and (ii) they (including the Class A ordinary shares issuable upon conversion of the private placement rights) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until the completion of our initial business combination, except to permitted transferees.
Current wording
On June 16, 2025, simultaneously with the closing of the IPO, the Company consummated the Private Placement with BEST SPAC I (Holdings) Corp., the Company’s sponsor, of 277,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,770,000. The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act as the transactions did not involve a public offering. The Private Placement Units are identical to the Units sold in the IPO except that, so long as they are held by our Sponsor or its permitted transferees, (i) they will not be redeemable by us, and (ii) they (including the Class A ordinary shares issuable upon conversion of the private placement rights) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until the completion of our initial business combination, except to permitted transferees.
Previous wording
As of June 30, 2026, we had marketable securities held in the Trust Account of $1,744,299 consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any.
Current wording
As of September 30, 2026, we had marketable securities held in the Trust Account of $1,760,238 consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any.
Previous wording
As of June 30, 2026, the Company had $1,112,525 of cash on hand and working capital of $1,017,817. We intend to use the funds held outside the Trust Account primarily to fund transaction costs related to the Business Combination with the prospective target, and review corporate documents and material agreements of prospective target businesses, structure, negotiate and consummate a Business Combination.
Current wording
As of September 30, 2026, the Company had $1,006,248 of cash on hand and working capital of $892,075. We intend to use the funds held outside the Trust Account primarily to fund transaction costs related to the Business Combination with the prospective target, and review corporate documents and material agreements of prospective target businesses, structure, negotiate and consummate a Business Combination.
Previous wording
The holders of the Founder Shares, Private Placement Units, Representative Shares, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriters may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the IPO and may not exercise its demand rights on more than one occasion. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, on the earlier of (A) six months after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the completion of the initial business combination that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the Private Placement Units, including the component securities therein, until the completion of the initial business combination. Notwithstanding the above, the shares to be issued to the underwriters in the IPO will be further subject to the limitations on registration requirements imposed by FINRA Rule 5110(g)(8). The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Current wording
The holders of the Founder Shares, Private Placement Units, Representative Shares, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the IPO and may not exercise its demand rights on more than one occasion. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, on the earlier of (A) six months after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the completion of the initial business combination that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the Private Placement Units, including the component securities therein, until the completion of the initial business combination. Notwithstanding the above, the shares to be issued to the underwriters in the IPO will be further subject to the limitations on registration requirements imposed by FINRA Rule 5110(g)(8). The Company will bear the expenses incurred in connection with the filing of any such registration statements.