A SPAC I Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: First Fertility Group Ltd
ENTERPRISE VALUE: $50 million
ANTICIPATED SYMBOL: tbd
A SPAC I Acquisition Corp. proposes to combine with First Fertility Group Ltd.
NewGen Group and its management have over a decade of experience in the fertility industry. With a mission to aid couples and individuals, regardless of fertility challenges, to build families and to increase their access to infertility treatment. NewGen has dedicated itself to providing comprehensive fertility services for its customers. 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.
SUBSEQUENT EVENT – 3/6/24 – LINK
- The SPAC will satisfy the deferred underwriting commission at the closing of the Business Combination with NewGen, by:
- (i) paying US $1,000,000 in cash to Chardan,
- (ii) issuing 1,500,000 PubCo Ordinary Shares (the “Additional Representative Shares”), and
- (iii) paying Chardan 30% of the gross proceeds from the post-closing financings of the Company, until the deferred underwriting commission is fully paid within 6 months of the closing.
EXTENSION – 10/12/23 – LINK
- The SPAC approved the monthly extension from October 17, 2023 to April 17, 2024.
- 1,695,224 shares were redeemed for approximately $10.80/share
- $20K will be deposited into the trust account each month
EXTENSION – 2/16/23 – LINK
- The SPAC approved the monthly extension from February 17, 2023 to October 17, 2023
- 3,272,305 shares were redeemed for approximately $10.24/share
- $90K will be deposited into the trust account each month
TRANSACTION
- The Transaction values NewGen at an implied enterprise value of approximately $50 million.
- The transaction is expected to be completed in the third quarter of 2023
SPAC FUNDING
- The SPAC and certain buyers led by JAK Opportunities VI LLC entered into a securities purchase agreement, pursuant to which the SPAC has agreed to issue and sell to the Buyers, in a private placement, an aggregate of up to $3,500,000 principal amount of convertible notes, consisting of two tranches:
- (1) an initial tranche of an aggregate principal amount of Notes of up to $1,750,000 and including an original issue discount of up to aggregate $122,500, and
- (2) subsequent tranches of an aggregate principal amount of Notes of up to $1,750,000 and including an original issue discount of up to aggregate $122,500.
- The Commitment Shares to be issued at the Initial Tranche will be converted from NewGenIvf ordinary shares issued to JAK in February 2024 and will be up to 295,000 ordinary shares of the Purchaser, which will be free from trading restrictions at the closing.
- The Notes have an initial maturity date of six months from the issuance date.
- The Notes bear an interest rate of 12.75% per annum, payable on the last day of each quarter, except that upon an event of default, the Notes shall accrue interest at the rate of 17.75% per annum until paid in full.
- The Notes rank senior to all other existing indebtedness and equity of the Purchaser and are repayable at maturity at 145% of the principal amount. The Notes are prepayable at 175% of the outstanding principal amount, all outstanding and unpaid interest and all other amounts owing under the Notes with at least 30 trading days’ written notice.
LOCK-UP
- Company and Sponsor
- One year following the closing date
- 20% of the shares will be freely tradeable 6 months after the closing if the VWAP is equal to or greater than $15 for 20/30 trading days
NOTABLE CONDITIONS TO CLOSING
- NewGen delivering its audited financial statements by February 28, 2023
NOTABLE CONDITIONS TO TERMINATION
- The Purchaser Parties, if the audited financial statements of the Company for the years ended December 31, 2022 and 2021 have not been delivered by February 28, 2023
- The outside date is 7/16/23
Termination Fee
- The Company and the Principal Shareholders shall, on a joint and several basis, pay a break-up fee of $2,000,000 to the Parent and/or A SPAC Acquisition Corp.
ADVISORS
- Jun He Law Offices is serving as legal advisor to NewGen in connection with the Transaction.
- Loeb & Loeb LLP is serving as legal advisor to A SPAC I in connection with the Transaction.
- Haiwen & Partners, DFDL (Thailand) Limited is serving as legal advisor to A SPAC I in connection with the Transaction.
- Kalikova & Associates law firm is serving as legal advisor to A SPAC I in connection with the Transaction.
- Ogier is serving as legal advisor to A SPAC I in connection with the Transaction.
MANAGEMENT & BOARD
Executive Officers
Claudius Tsang, 45
Chief Executive Officer, Chief Financial Officer and Chairman
Mr. Tsang has over 20 years of experience in capital markets, with a strong track record of success in private equity, M&A transactions and PIPE investments with a focus on Greater China and other emerging markets. Mr. Tsang has over 20 years of experience in capital markets, with a strong track record of success in private equity, M&A transactions and PIPE investments with a focus on Greater China and other emerging markets. Mr. Tsang was co-head of private equity, North Asia of Templeton Asset Management Ltd and a partner of Templeton Private Equity Partners, a leading global emerging markets private equity firm that is part of Franklin Templeton Investments. During his 15 year career at Templeton, Mr. Tsang served in various positions, including partner, senior executive director and vice president. Mr. Tsang was responsible for the overall investment, management and operations activities of Templeton Private Equity Partners in North Asia. His role encompassed overseeing the analysis and evaluation of opportunities for strategic equity investments in Asia with coverage across China, Hong Kong and Taiwan. During his tenure, Mr. Tsang managed $1 billion in private equity funds, with approximately 50 portfolio companies. He was also involved in the management of a $3 billion fund, which was the largest Central Eastern European listed closed-end fund at the time of IPO in London. From July 2007 to June 2008, Mr. Tsang joined Lehman Brothers, where he managed private equity projects in Hong Kong, China, Taiwan and the United States. At Lehman Brothers, Mr. Tsang managed $500 million proprietary funds. Since March 2021, Mr. Tsang has served as the CEO and Chairman of Model Performance Acquisition Corp. Mr. Tsang has served as a director of the CFA Society of Hong Kong from 2013 to 2021. Mr. Tsang obtained his MBA from The University of Chicago Booth School of Business in 2017, a Bachelor Degree of Law from Tsinghua University in 2005 and a Bachelor Degree of Engineering from the Chinese University of Hong Kong in 1998. Mr. Tsang is also a CFA charterholder.
Board of Directors
Abuzzal Abusaeri, 47
Independent Director
Mr. Abusaeri has almost two decades of experience in mergers and acquisitions, growth strategy formulation and capital market transactions across a range of portfolio companies in diverse industries. Since 2016, Mr. Abusaeri has been the Head of Corporate Finance with a focus on Mergers and Acquisitions for Global Mediacom, the largest media and entertainment group in Indonesia based on revenues. During his tenure, Mr. Abusaeri manages sell-side and buy-side M&A investments of the company, advises investments within the venture capital space and leads issuance of bonds. His experience entails acquisitions and strategic investments in a number of media and technology companies in emerging markets. From 2009 to 2016, Mr. Abusaeri served as the Vice President of Corporate Finance for Fairways Investment Group, an Indonesian based investment holding company focusing on consumer related companies. Mr. Abusaeri was responsible for managing portfolio companies which included acting as Chief Financial Officer and leading the development of a consumer lending startup, and overseeing the growth strategy and execution of an Indonesian healthcare company. From 2007 to 2009, Mr. Abusaeri served as the Senior Assistant Vice President for Bank Danamon, one of the largest bank of Indonesia with approximately IDR200 trillion asset size in 2020. From 2005 to 2007, Mr. Abusaeri served as the Assistant Vice President for Bank Lippo, currently Bank CIMB Niaga. During his tenure, Mr. Abusaeri led the bank’s business and economic research unit where he conducted a number of research within Indonesia’s consumer and corporate banking industry. From 2004 to 2005, Mr. Abusaeri served as the Research Analyst for McKinsey and Co, where he was part of the firm’s financial institution group practice and part of the team that advised a number of large Indonesian banks. From 2003 to 2004, Mr. Abusaeri served as the Research Analyst for DBS Vickers Securities, a securities and derivatives brokerage firm with international Asian focus in Hong Kong, Indonesia, Thailand, Malaysia, the United States and the United Kingdom. Mr. Abusaeri obtained his Master of Business Administration from the University of Chicago Booth School of Business in 2018, Master of Science in Investment Management from Bayes Business School, University of London in 2002, and bachelor degree of Economics from the Trisakti University in 1998.
Giang Nguyen Hoang, 35
Independent Director
Mr. Giang has over 13 years of experience in capital market, business management, strategic management, entrepreneurship, and risk management. Since 2020, Mr. Giang has served as the Chairman for DNSE Securities JSC, a stock trading and brokerage firm in Vietnam. Since 2018, Mr. Giang has served as the Chairman and Chief Executive Officer for Encapital Fintech JSC, a fintech company in Vietnam providing financial technology solutions for investors in Vietnam. During his tenure, Mr. Giang was responsible for setting the vision, direction and strategy for the organization and was responsible for overseeing the growth and expansion of the business. Mr. Giang also serves as a board member of numerous organizations, including TNG Investment and Trading JSC (HNX:TNG), a publicly listed garment manufacturing company in Vietnam (since 2021), Saigon General Services Corporation, a publicly listed automobile retail and real estate development company (since 2020), and Southern Gas Trading Joint Stock Company (since 2019). From 2008 to 2018, Mr. Giang was a 10-year veteran of VNDIRECT Securities Corporation, a publicly listed brokerage firm in Vietnam, focusing on individual investors through a proprietary online trading platform, where he held various positions including Chief Executive Officer, Risk Management Manager, Manager, and Business Analyst for Research and Development Department. During his tenure, Mr. Giang oversaw the company’s business strategy, operations and compliance matters. Mr. Giang obtained his Master of Business Administration from the University of Chicago Booth School of Business, and his Bachelor of Science and Computer Engineering from University of Nebraska.
John Brebeck, 57
Independent Director
Mr. John Brebeck has over 25 years of experience in corporate management, capital market, strategic development, and business operations. Since 2021, Mr. Brebeck has served as the Vice President of Investor Relations for Glass House Brands, a cannabis and hemp company. From 2018 to 2021, Mr. Brebeck served as the Senior Advisor to Quantum International Corp., a research-based capital market solution provider specializing in long-term shareholder value creation, AGM-related management, capital market and corporate financial solutions. Since 2008, he has also served as the External Director for Dalton Greater China Fund, an equity fund that targets companies benefiting from China’s growth and that seeks to capitalize on inefficiencies in the China equity markets. From 2014 to 2021, Mr. Brebeck served as a board member for Hydroionic Envirotec Company Limited, a technology company working towards zero heavy metal emissions and focusing heavy metal recycling. From 2014 to 2018, Mr. Brebeck served as the Managing Director for Peace Field Limited, a Hong Kong based professional service provider that offers financial, strategic, and operational advisory services for mid-market companies. Prior to 2014, Mr. Brebeck served in numerous positions, including as President of Yuanta Investment Consulting, a wholly-owned subsidiary of Yuanta Financial Holdings, a leading domestic broker in Taiwan, and as research head for The Dalton Greater China Fund and JP Morgan Securities in Taiwan. Mr. Brebeck is a Chartered Financial Analyst. He obtained his Master of Business Administration degree from The University of Chicago Booth School of Business and his Bachelor of Arts in China Regional Studies from Georgetown University.
