NewGenIvf and A SPAC I Announce Shareholder Approval of Business Combination

• 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.

View original content:https://www.prnewswire.com/news-releases/newgenivf-and-a-spac-i-announce-shareholder-approval-of-business-combination-302079817.html

SOURCE A SPAC I Acquisition Corp.