What side agreement did BEST SPAC I’s Sponsor enter related to the vote?

The Sponsor agreed to transfer 50,000 Class B shares to an unaffiliated third party. In return, that third party agreed to vote 451,243 Class A shares, from the IPO, in favor of the charter amendment proposal at the extraordinary general meeting.

Large redemptions as BEST SPAC I (NASDAQ: BSAA) extends merger deadline to 2027

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BEST SPAC I Acquisition Corp. obtained shareholder approval to amend its charter and extend the deadline to complete an initial business combination by 12 months, from June 16, 2026 to June 16, 2027. The amended memorandum and articles became effective on May 19, 2026.

At the extraordinary general meeting, 6,169,960 of 7,399,500 ordinary shares entitled to vote as of April 10, 2026 were represented, and the charter amendment was approved. In connection with the vote, 5,333,287 ordinary shares were tendered for redemption, reducing the public float and likely the cash held in trust.

Separately, the Sponsor agreed to transfer 50,000 Class B ordinary shares to an unaffiliated third party after any transfer restrictions end, in exchange for that party agreeing to vote 451,243 Class A shares in favor of the charter amendment.

Positive

None.

Negative

An aggregate of 5,333,287 ordinary shares were tendered for redemption in connection with the charter amendment vote, which likely reduces the cash available in the SPAC’s trust and may constrain the size or terms of any future business combination.

Insights

BEST SPAC I won a 12‑month extension, but with heavy redemptions.

BEST SPAC I Acquisition Corp. now has until June 16, 2027 to close an initial business combination, giving more time to identify and complete a deal. The amendment was approved with 3,308,619 votes for and 2,861,341 against.

The redemption of 5,333,287 ordinary shares in connection with the vote likely reduces cash in the trust and shrinks the public float, which can affect deal size and post‑merger trading dynamics. The filing does not quantify remaining funds, so the economic impact depends on the trust balance per share.

The Sponsor’s agreement to transfer 50,000 Class B shares in exchange for 451,243 Class A shares being voted for the amendment shows targeted support‑building for the extension. Future disclosures around any proposed business combination and remaining cash resources will clarify how this new timeline is used.

8-K Event Classification

4 items: 5.03, 5.07, 8.01, 9.01

4 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Extension deadline: June 16, 2027 Shares outstanding at record date: 7,399,500 ordinary shares Shares represented at meeting: 6,169,960 ordinary shares +5 more

8 metrics

Extension deadline June 16, 2027 New latest date to consummate initial business combination

Shares outstanding at record date 7,399,500 ordinary shares Outstanding and entitled to vote as of April 10, 2026

Shares represented at meeting 6,169,960 ordinary shares Present or represented at extraordinary general meeting, 83.38% of outstanding

Votes for charter amendment 3,308,619 shares Votes cast in favor of charter amendment proposal

Votes against charter amendment 2,861,341 shares Votes cast against charter amendment proposal

Redeemed shares 5,333,287 ordinary shares Tendered for redemption in connection with the EGM vote

Sponsor Class B transfer 50,000 Class B shares To be transferred to third party after transfer restrictions

Shares subject to voting agreement 451,243 Class A shares Agreed to be voted for the charter amendment proposal

Key Terms

extraordinary general meeting, amended and restated memorandum and articles of association, emerging growth company, redemption of ordinary shares, +2 more

6 terms

extraordinary general meeting financial

"On May 19, 2026, BEST SPAC I Acquisition Corp. held its extraordinary general meeting (the “EGM”)"

amended and restated memorandum and articles of association regulatory

"to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date"

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

redemption of ordinary shares financial

"Redemption of Ordinary Shares In connection with the shareholders’ vote at the EGM, an aggregate of 5,333,287 ordinary shares were tendered for redemption."

proxy statement regulatory

"For more information on the proposal, please refer to the definitive proxy statement filed by the Company"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

Understanding 8-K Material Events →

05/19/2026 - 04:27 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 19, 2026

BEST SPAC I Acquisition Corp.

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-42700		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

701, 7/Floor

United Building

17-19 Jubilee Street

Hong Kong

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +1 702 287 9776

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, with no par value, and one right to receive one-tenth of one Class A ordinary share	BSAAU	The Nasdaq Stock Market LLC
Class A ordinary shares	BSAA	The Nasdaq Stock Market LLC
Rights	BSAAR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 19, 2026, BEST SPAC I Acquisition Corp. (the “Company”) held its extraordinary general meeting (the “EGM”), at which the shareholders voted on the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date by which it has to consummate a business combination for an additional twelve (12) months from June 16, 2026 to June 16, 2027 (the “Charter Amendment Proposal”). For more information on the proposal, please refer to the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 28, 2026. The Company’s shareholders approved the Charter Amendment Proposal at the EGM.

Following the shareholder approval, the Company filed the Second Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), which is effective as of May 19, 2026, with the Registrar of Corporate Affairs at the British Virgin Islands, under which the Company has up to 24 months from its initial public offering (i.e., until June 16, 2027) to consummate an initial business combination.

The foregoing description of the Amended Charter is not complete and is subject to and qualified in its entirety by reference to the Second Amended and Restated Memorandum and Articles of Association, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and the provisions of which are incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As of April 10, 2026, the record date for the EGM, there were 7,399,500 ordinary shares outstanding and entitled to vote. At the EGM, 6,169,960 ordinary shares, representing 83.38% of the total outstanding ordinary shares as of the record date, were present in person or by virtual attendance or represented by proxy, constituting a quorum for the transaction of business. Adoption of the Charter Amendment Proposal required approval by a majority of the ordinary shares present in person or by virtual attendance or represented by proxy which were present at the Extraordinary Meeting and were voted. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
3,308,619		2,861,341		0		0

Redemption of Ordinary Shares

In connection with the shareholders’ vote at the EGM, an aggregate of 5,333,287 ordinary shares were tendered for redemption.

Item 8.01. Other Events.

On May 19, 2026, BEST SPAC I (Holdings) Corp. (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 Charter Amendment Proposal, the Sponsor agreed to transfer to such third party an aggregate of 50,000 shares 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1		Second Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BEST SPAC I Acquisition Corp.

	By:	/s/ Xiangge Liu
	Name:	Xiangge Liu
	Title:	Chief Executive Officer

Dated: May 19, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What charter change did BEST SPAC I Acquisition Corp. (BSAA) approve?

BEST SPAC I extended its deadline to complete a business combination to June 16, 2027. Shareholders approved an amended and restated memorandum and articles of association, giving the SPAC up to 24 months from its IPO to close an initial business combination.

How many BEST SPAC I (BSAA) shares were eligible and voted at the EGM?

7,399,500 ordinary shares were outstanding and entitled to vote as of April 10, 2026. At the extraordinary general meeting, 6,169,960 shares were present or represented by proxy, corresponding to 83.38% of the outstanding ordinary shares.

What were the voting results on BEST SPAC I’s charter amendment proposal?

The charter amendment received 3,308,619 votes for and 2,861,341 votes against. There were no abstentions or broker non‑votes, and the proposal required approval by a majority of ordinary shares present or represented at the meeting.

How many BEST SPAC I (BSAA) shares were redeemed around the extension vote?

An aggregate of 5,333,287 ordinary shares were tendered for redemption. These redemptions occurred in connection with the shareholders’ vote on the charter amendment proposal at the extraordinary general meeting extending the SPAC’s combination deadline.

When did BEST SPAC I’s amended charter become effective?

The Second Amended and Restated Memorandum and Articles of Association became effective on May 19, 2026. The Company filed the amended charter with the Registrar of Corporate Affairs in the British Virgin Islands following shareholder approval.

Filing Exhibits & Attachments

5 documents