BEST SPAC I entered a merger agreement with HDEducation Group Limited for a reincorporation merger followed by an acquisition merger. Aggregate consideration to HDE holders is $300,000,000 entirely in Purchaser stock at $10.00 per share, plus possible Additional Shares and up to 2,000,000 earnout shares on a $15.00 VWAP trigger. Parent rights convert into one-tenth of a Class A share at reincorporation. Close path now runs through SEC registration statement/proxy, shareholder votes, and stated conditions including Nasdaq listing and outside date the earlier of June 13, 2027 or Parent liquidation; cash remains in trust pending redemptions and closing.

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