NewGenIvf and A SPAC I Announce Shareholder Approval of Business Combination
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Insights
The merger between NewGenIvf Limited and A SPAC I Acquisition Corp. represents a significant event in the fertility services market, particularly within Asia. The creation of NewGenIvf Group Limited as a publicly traded entity on the Nasdaq Capital Market underpins a strategic move to capitalize on the growing demand for fertility services. The fertility market in Asia is rapidly expanding due to increasing awareness, rising infertility rates and changes in societal norms that are more accepting of assisted reproductive technologies (ART).
With the inclusion of legal surrogacy services for a diverse clientele, the combined entity is poised to capture a unique market segment, which includes LGBTQ+ communities. This differentiator is critical as it allows the company to serve a wider customer base, potentially driving revenue growth. The acquisition of exclusive rights to MicroSort technology further strengthens their competitive advantage, enabling personalized fertility solutions that could attract a higher margin clientele.
Investors should be aware of the potential implications of this business combination, such as economies of scale, diversification of service offerings and enhanced market presence. However, they should also consider the regulatory risks, especially with pending legislation that could affect the company's operations. The fertility services industry is highly sensitive to legal and ethical considerations, which could impact the company's growth trajectory and investor sentiment.
From a financial perspective, the business combination of NewGenIvf Limited with A SPAC I Acquisition Corp. could result in increased capital for expansion and innovation, potentially leading to enhanced shareholder value. The transaction enables NewGenIvf to access public markets, providing liquidity for existing investors and a platform for future capital raises. The listing under new tickers 'NIVF' and 'NIVFW' will likely attract investor attention and could result in increased trading volumes post-announcement.
It is also important to note that the affiliation with Seazen Resources, a subsidiary of a prominent real estate developer, may provide strategic benefits and financial stability to the new entity. Shareholders should, however, remain vigilant about the costs associated with the merger and the integration process, as these can affect short-term financial performance. Moreover, the offer to purchase global rights to MicroSort technology suggests a significant investment that could impact the company's financials, depending on the terms of the deal and the potential return on investment.
The legal landscape surrounding fertility services is complex and varies significantly across jurisdictions. The anticipated legislation in Thailand could have a profound impact on NewGenIvf's business operations by potentially expanding its market. However, investors should be cognizant of the fact that such legislative changes are not guaranteed and may be subject to further amendments or delays. The company's ability to navigate these legal challenges will be crucial for its long-term success.
Moreover, the provision of surrogacy services to foreign couples and the LGBTQ+ community, while being an inclusive business practice, also requires careful legal consideration to ensure compliance with international and domestic laws. The company's focus on legal surrogacy services could lead to a competitive edge, but it also exposes the company to potential legal risks and ethical scrutiny. Stakeholders should monitor the evolving legal environment as it could significantly influence the company's operational framework and growth potential.
- Combined company to be named NewGenIvf Group Limited
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
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
Since the opening of its first clinic in
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
"Recent developments in the region make this a particularly advantageous time for growth," Mr. Siu continued. "Pending legislation in
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
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
Advisors
Jun He Law Offices is serving as legal advisor to NewGen in connection with the Transaction.
Loeb & Loeb LLP, Haiwen & Partners, DFDL (
About NewGen
NewGen is a comprehensive fertility services provider in
About A SPAC I Acquisition Corp.
A SPAC I Acquisition Corp. is a blank check company sponsored by A SPAC (Holdings) Acquisition Corp., a
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,
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.
FAQ
What is the name of the combined company after the business combination?
Where will the shares and warrants of the combined company be traded?
What services does NewGenIvf Limited provide?
Who is Seazen Resources, a shareholder of NewGen?
What technology does NewGen have access to?
