F-4/A 1 ff42023a3_aspac1miniacq.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on December 19, 2023.

Registration No. 333-275208

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

Amendment No. 3
to
FORM F-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

_______________________

A SPAC I MINI ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

_______________________

British Virgin Islands

 

6770

 

N/A

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

Level 39, Marina Bay Financial Centre
Tower
2, 10 Marina Boulevard
Singapore, 018983
Telephone: +(65) 6818
-5796
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________

Cogency Global Inc.
122 East 42
nd Street, 18th Floor
New York, NY 10168
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

Copies to:

Giovanni Caruso, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
(212) 407
-4000
(212) 407
-4990 — Facsimile

 

Guangqin Wei, Esq.
Chris G. Tang, Esq.
Jun He Law Offices
Suite 3701
-10, Jardine House
1 Connaught Place
Central, Hong Kong
(852) 2167
-0000
(852) 2167
-0050 — Facsimile

_______________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement are satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.

____________

        The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

Table of Contents

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED DECEMBER
19, 2023

PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS OF
A SPAC I ACQUISITION CORP.

Proxy Statement/Prospectus dated [•], 2023
and first mailed to shareholders on or about [•], 2023

Dear Shareholders:

You are cordially invited to attend the special meeting of the shareholders (the “Meeting”) of A SPAC I Acquisition Corp. (“ASCA”, “we”, “our”, or “us”), which will be held at [•] a.m., Eastern Time, on [•], 2023 at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via live webcast at https://www.[•]. We encourage shareholders to attend the Meeting virtually. Shareholders attending the Meeting virtually will be able to attend the Meeting and vote and submit questions during the Meeting via the live webcast. This proxy statement/prospectus includes additional instructions on how to access the Meeting via live webcast and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

ASCA was incorporated as a British Virgin Islands business company on April 29, 2021. It is a blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” The business combination will be completed through a two-step process consisting of the Reincorporation Merger (as defined below) and the Acquisition Merger (as defined below). The Reincorporation Merger and the Acquisition Merger are collectively referred to herein as the “Business Combination.”

ASCA has entered into a merger agreement, dated as of February 15, 2023 and amended as of June 12, 2023 and December 6, 2023 (and as may be further amended from time to time, the “Merger Agreement”), which provides for a Business Combination between ASCA and NewGenIvf Limited, a Cayman Islands exempted company (“NewGenIvf”, “NewGen” or the “Company”). Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the shareholders of ASCA, ASCA will reincorporate to the British Virgin Islands by merging with and into A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); and (ii) A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of PubCo (“Merger Sub”), will be merged with and into NewGenIvf resulting in NewGenIvf being a wholly-owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement is by and among ASCA, PubCo, Merger Sub, NewGenIvf and certain shareholders of NewGenIvf (the “Principal Shareholders”). The aggregate consideration for the Acquisition Merger is $50,000,000, payable in the form of 5,000,000 newly issued PubCo Class A ordinary shares (as defined below) valued at $10.00 per share, plus 800,000 additional PubCo Class A ordinary shares valued at $10.00 per share in exchange for the NewGenIvf shares issued by NewGenIvf following the original date of the Merger Agreement (the “Additional Closing Shares”) and certain earnout shares as described in the Merger Agreement. The Additional Closing Shares were issued outside of the 5,000,000 merger consideration so that the original shareholders of NewGenIvf would not have the number of shares they received at closing of the Business Combination reduced. Holders of ASCA ordinary shares will be asked to approve, among other things, the Merger Agreement and the other related Proposals. The combined company after the Business Combination is referred to in this proxy statement/prospectus as the “Combined Company.”

Pursuant to the terms of the Merger Agreement, upon the closing of the Business Combination, the former ASCA shareholders will receive the consideration specified below and currently outstanding shares of PubCo will be cancelled. At the Meeting, ASCA shareholders will be asked to consider and vote upon the following proposals:

1.      approval of the merger of ASCA with and into A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”), and the plan of merger for the Reincorporation Merger (the “Reincorporation Plan of Merger”), a copy of which is attached to this proxy statement/prospectus as Annex A-3, and the transactions contemplated thereunder, which we refer to as the “Reincorporation Merger Proposal” or “Proposal No. 1;”

2.      approval of the business combination and other transactions (and related transaction documents) contemplated by the merger agreement dated February 15, 2023 and amended as of June 12, 2023 and December 6, 2023 (and as may be further amended from time to time, the “Merger Agreement”), by and among NewGenIvf Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“NewGenIvf”, “NewGen” or the “Company”), certain shareholders of the Company, ASCA, PubCo, and A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of

 

Table of Contents

PubCo (“Merger Sub”), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereunder including, (i) the Reincorporation Merger, and (ii) immediately following the Reincorporation Merger, the merger of Merger Sub with and into NewGenIvf with NewGenIvf being the surviving entity and a wholly-owned subsidiary of PubCo (the “Acquisition Merger”, together with the Reincorporation Merger, the “Business Combination”), which we refer to as the “Acquisition Merger Proposal” or “Proposal No. 2;”

3.      approval, for purposes of complying with Nasdaq Listing Rule 5635(a), (b) and (d), the issuance of more than 20% of the issued and outstanding ASCA Class A ordinary shares and the resulting change in control in connection with the Business Combination upon the consummation of the Business Combination, which we refer to as the “Nasdaq Proposal” or “Proposal No. 3;”

4.      approval of the First Fertility Group Ltd. 2023 Share Incentive Plan (the “Share Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex C, in connection with the Business Combination upon the consummation of the Business Combination, which we refer to as the “Share Incentive Plan Proposal” or “Proposal No. 4;” and

5.      approval to adjourn the Meeting by the chairman thereof to a later date, if necessary or appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing proposals, in the event ASCA does not receive the requisite shareholder vote to approve such proposals, which we refer to as the “Adjournment Proposal” or “Proposal No. 5” and, together with the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposal and the Share Incentive Plan Proposal, the “Proposals.”

If the ASCA shareholders approve the Reincorporation Merger Proposal and the Acquisition Merger Proposal, immediately prior to the consummation of the Business Combination, all outstanding units (“Units”) of ASCA (each of which consisting of (i) one ASCA Class A ordinary share, with no par value per share (“ASCA Class A ordinary share”), (ii) three-fourths (3/4) of one redeemable warrant with one whole warrant entitling its holder to purchase one ASCA Class A ordinary share at a price of $11.50 per whole share (“ASCA Warrant”), and (iii) one right (“Right”) to receive one-tenth (1/10) of one ASCA Class A ordinary share upon the consummation of an initial business combination) will separate into their individual components of ASCA Class A ordinary shares, ASCA Warrants and Rights and will cease separate existence and trading. Upon the consummation of the Business Combination, the one issued and outstanding ASCA Class B ordinary share will automatically be cancelled, and the current equity holdings of the ASCA shareholders shall be exchanged as follows:

        Each ASCA Class A ordinary share issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than any redeemed shares) will automatically convert into one PubCo Class A ordinary share;

        Each whole ASCA Warrant issued and outstanding immediately prior to effective time of the Reincorporation Merger will convert into a warrant to purchase one PubCo Class A ordinary share (each, a “PubCo Warrant”) (or equivalent portion thereof). The PubCo Warrants will have substantially the same terms and conditions as set forth in the ASCA Warrants; and

        Each Right issued and outstanding immediately prior to the effective time of the Reincorporation Merger will automatically convert into one-tenth (1/10) of one PubCo Class A ordinary share in exchange for the cancellation of each Right; provided, however, that each holder entitled to receive a fraction of a PubCo Class A ordinary share (after aggregating all fractional shares that otherwise would be received by such holder in connection with such distribution) shall receive, in lieu of such fractional share, one PubCo Class A ordinary share.

It is anticipated that, upon consummation of the Business Combination, assuming maximum redemption by our public shareholders of 1,932,471 of ASCA’s outstanding ordinary shares and no exercise of our warrants, ASCA’s current shareholders would retain an ownership interest of approximately 30.0% of the Combined Company (such that the public shareholders would own approximately 8.3% of the Combined Company), Chardan, the Sponsor, officers, directors and other holders of founder shares would retain an ownership interest of approximately 21.7% in the Combined Company and the NewGenIvf shareholders would own approximately 70.0% of the Combined Company. These relative percentages assume that (i) ASCA’s existing public shareholders exercise their redemption rights with respect to a maximum of 1,932,471 ordinary shares, as discussed herein; and (ii) there is no exercise of ASCA Warrants. If any of ASCA’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of ASCA’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination,” “Summary of the Proxy Statement/Prospectus — The Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

 

Table of Contents

ASCA’s Units, Class A ordinary shares, warrants and rights are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “ASCAU”, “ASCA”, “ASCAW” and “ASCAR”, respectively. PubCo has applied to list the PubCo Class A ordinary shares and PubCo Warrants on Nasdaq under the symbols “NIVF” and “NIVFW,” respectively, in connection with the Business Combination. ASCA cannot assure that PubCo Class A ordinary shares and PubCo Warrants will be approved for listing on Nasdaq.

Investing in PubCo securities involves a high degree of risk. We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 45.

NewGenIvf and its subsidiaries face various legal and operational risks and uncertainties associated with being based in or having the majority of the operations in Thailand, Cambodia, and Kyrgyzstan. NewGenIvf’s subsidiaries are incorporated in Thailand, Cambodia, Kyrgyzstan and Hong Kong with no operations in mainland China. Accordingly, the laws and regulations of mainland China do not currently have any material impact on NewGenIvf’s business, financial condition and results of operation. Based on mainland China laws and regulations effective as of the date of this proxy statement/prospectus and subject to interpretations of these laws and regulations that may be adopted by PRC authorities, NewGenIvf believes that neither NewGenIvf nor its subsidiaries in Hong Kong are currently required to obtain any permission or approval from the PRC authorities, including the China Securities Regulatory Commission (the “CSRC”) and the Cyberspace Administration of China (the “CAC”), to operate its business and offer the securities being registered to foreign investors. However, since a majority of NewGenIvf’s subsidiaries’ clients are mainland China residents, NewGenIvf and its subsidiaries may become subject to certain laws of the People’s Republic of China (“China” or the “PRC”) and regulations as they continue to evolve, and NewGenIvf and NewGenIvf’s subsidiaries face uncertainties as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security, and anti-monopoly concerns, would apply to NewGenIvf and NewGenIvf’s subsidiaries. PRC laws and regulations are sometimes vague and uncertain, and as a result, to the extent that any PRC laws and regulations become applicable to NewGenIvf and/or NewGenIvf’s subsidiaries in the future, NewGenIvf and/or NewGenIvf’s subsidiaries may experience material changes in their operations, restrictions in NewGenIvf’s subsidiaries’ ability to accept foreign investments and/or NewGenIvf’s ability to list on a U.S. or other foreign exchange, significant depreciation of the value of NewGenIvf’s ordinary shares, a complete hindrance of NewGenIvf’s ability to offer or continue to offer NewGenIvf’s securities to investors, or cause the value of such securities to significantly decline or be worthless. For example, if the recent regulatory actions of the PRC government on data security or other data-related laws and regulations were to apply to NewGenIvf and/or NewGenIvf’s subsidiaries, NewGenIvf and/or NewGenIvf’s subsidiaries could become subject to certain cybersecurity and data privacy obligations, including the potential requirement to conduct a cybersecurity review for NewGenIvf’s public offerings on a foreign stock exchange, and the failure to meet such obligations could result in penalties and other regulatory actions against NewGenIvf and/or NewGenIvf’s subsidiaries and may materially and adversely affect NewGenIvf’s subsidiaries’ business and NewGenIvf’s results of operations. NewGenIvf believes that NewGenIvf is not currently required to obtain permission from or complete filing procedure with the PRC government to list on a U.S. securities exchange and consummate this offering; however there is no guarantee that this will continue to be the case in the future in relation to the continued listing of NewGenIvf’s securities on a securities exchange outside of mainland China, or even when such permission is obtained or such filing is completed, it will not be subsequently denied or rescinded. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which took effect on March 31, 2023. NewGenIvf believes that it is not subject to the Trial Measures, because as of the date of this proxy statement/prospectus, NewGenIvf’s subsidiaries are incorporated in Thailand, Cambodia, Kyrgyzstan, Hong Kong and other regions outside of mainland China and operate in Thailand, Cambodia, and Kyrgyzstan without any subsidiary or VIE structure in mainland China, and NewGenIvf does not have any business operations or maintain any office or personnel in mainland China. However, as the Trial Measures and the supporting guidelines are newly published, there exists uncertainty with respect to the implementation and interpretation of the principle of “substance over form”. If NewGenIvf later finds out that NewGenIvf and/or NewGenIvf’s subsidiaries were to be required to obtain any permission or approval from or complete any filing procedure with the CSRC, the CAC, or other PRC governmental authorities in connection with this offering under the PRC law, NewGenIvf and/or NewGenIvf’s subsidiaries may be fined or subject to other sanctions, and NewGenIvf’s subsidiaries’ business and NewGenIvf’s reputation, financial condition, and results of operations may be materially and adversely affected. See “Risk Factors — Risks Related to the Potential Impact of PRC Laws and Regulations on NewGenIvf’s Subsidiaries’ Business — The PRC government may exert substantial influence and discretion over mainland China residents and the manner in which companies incorporated under the PRC laws must conduct their business activities. Mainland China residents may purchase NewGenIvf’s services and NewGenIvf has

 

Table of Contents

Hong Kong-based subsidiaries with no operations in mainland China. If NewGenIvf were to become subject to such direct influence or discretion, it may result in a material change in NewGenIvf’s operations and/or the value of PubCo Ordinary Shares, which would materially affect the interest of the investors” and “Risk Factors — Risks Related to the Potential Impact of PRC Laws and Regulations on NewGenIvf’s Subsidiaries’ Business — If NewGenIvf and/or NewGenIvf’s subsidiaries were to be required to obtain any permission or approval from or complete any filing procedure with the CSRC, the CAC, or other PRC governmental authorities in connection with this offering under PRC laws and regulations, NewGenIvf and/or NewGenIvf’s subsidiaries may be fined or subject to other sanctions, and NewGenIvf’s subsidiaries’ business and NewGenIvf’s reputation, financial condition, and results of operations may be materially and adversely affected.” With regard to the potential regulatory actions related to data security and anti-monopoly in Hong Kong, please refer to the disclosures in “Risk Factors — Risks Related to the Potential Impact of PRC Laws and Regulations on NewGenIvf’s Subsidiaries’ Business — Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect NewGenIvf’s business, financial condition, and results of operations.” and “Risk Factors — NewGenIvf may be subject to a variety of laws and other obligations regarding competition law in Hong Kong, and any failure to comply with applicable laws and obligations could have a material and adverse effect on its business, financial condition and results of operations.” Apart from the foregoing, there is no other impact on NewGenIvf’s ability to conduct our business as presently conducted, accept foreign investments, or list on a U.S. or foreign exchange.

NewGen also may face risks relating to the lack of PCAOB inspection on its auditor, which may cause PubCo securities to be delisted from a U.S. stock exchange or prohibited from being traded over-the-counter in the future under the Holding Foreign Companies Accountable Act as amended by the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”) that was signed into law on December 29, 2022, if the PCAOB has determined it is unable to investigate NewGen’s auditor completely for two consecutive years. The delisting or the cessation of trading of PubCo securities, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your investment. On December 16, 2021, the PCAOB issued a report to notify the SEC its determinations that it is unable to inspect or investigate completely registered public accounting firms headquartered in China and Hong Kong, respectively, and identifies the registered public accounting firms in China and Hong Kong that are subject to such determinations. NewGen’s auditor is headquartered in San Mateo, California and has been inspected by the PCAOB on a regular basis and is therefore not subject to the determinations announced by the PCAOB on December 16, 2021. On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates. On December 15, 2022, the PCAOB announced in the 2022 Determination its determination that the PCAOB was able to secure complete access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong, and the PCAOB Board voted to vacate previous determinations to the contrary. Should the PCAOB again encounter impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, including by the CSRC or the MOF, the PCAOB will make determinations under the HFCAA as and when appropriate. We cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to the audit of our financial statements. There is a risk that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction or any other reasons, and that the PCAOB may re-evaluate its determinations as a result of any obstruction with the implementation of the Protocol. Such lack of inspection or re-evaluation could cause trading in our securities to be prohibited under the HFCAA, ultimately resulting in a determination by a securities exchange to delist our securities. In addition, under the HFCAA, as amended by the AHFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for two consecutive years, and this ultimately could result in our ordinary shares being delisted by and exchange. See “Risk Factors — Holding Foreign Companies Accountable Act, or the HFCAA, and the related regulations are evolving quickly. Further implementations and interpretations of our amendments to the HFCAA or the related regulations, or a PCAOB’s determination of its lack of sufficient access to inspect our auditor, might pose regulatory risks to and impose restrictions on us because PCAOB may not be able to inspect or investigate completely such audit documentation and, as such, you may be deprived of the benefits of such inspection and our ordinary shares could be delisted from the stock exchange pursuant to the HFCAA.”

 

Table of Contents

NewGenIvf Limited was incorporated under the laws of Cayman Islands in 2019, and conducts its business through its subsidiaries and affiliates in Thailand, Cambodia, Kyrgyzstan and Hong Kong. Since the incorporation of NewGenIvf’s Cayman Islands holding company, no bank accounts have been set up, and no cash flows have occurred between the Cayman Islands holding company and its subsidiaries. NewGenIvf does not use variable interest entities in its operative structure. During the normal course of its business, cash may be transferred between NewGenIvf’s companies via wire transfer to and from bank accounts to pay certain business expenses, as loans or capital contribution. Cash is maintained by NewGenIvf’s subsidiaries and affiliates in Thailand, Cambodia, Kyrgyzstan and Hong Kong in separate bank accounts. There has not been, to date, any transfers, dividends, or distributions between the holding company, NewGenIvf, its subsidiaries, or to its investors, other than the non-cash dividends described in section “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NewGenIvf — Liquidity and Capital Resources — Cash flows and working capital”. As of the date of this proxy statement/prospectus, none of NewGenIvf’s companies has distributed any cash dividends or made any cash distributions. There are no restrictions for the transfer or distribution of cash between the companies. Please refer to the consolidated financial statements on page F-1. There are no significant restrictions on foreign exchange or NewGenIvf’s ability to transfer cash between entities within its group, across borders, or to U.S. investors, except for the transfer of cash from Thailand and Kyrgyzstan, which requires an application to the relevant authorities. See “Summary of the Proxy Statement/Prospectus — Cash Transfers and Dividend Distribution.”

After the Business Combination, assuming there are no redemptions of shares and there is no exercise of warrants, Mr. Siu, Wing Fung Alfred together with Ms. Fong, Hei Yue Tina will hold 40.2% of the voting power of the PubCo. Nevertheless, we expect that Mr. Siu, Wing Fung Alfred together with Ms. Fong, Hei Yue Tina will hold a majority of the voting power of the PubCo following the Business Combination, assuming there are redemptions of more than [•]% of our shares and there is no exercise of our warrants. Accordingly, the Combined Company may be a controlled company under Nasdaq Listing Rule 5615(c). For so long as the Combined Company remains as a controlled company under that definition, it is permitted to elect to rely on certain exemptions from corporate governance rules. As a result, the investors may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. The Combined Company’s status as a controlled company could cause its securities to look less attractive to certain investors or otherwise harm the trading price. Please see “Risk Factors — If PubCo meets the definition of a “controlled company” under the rules of the Nasdaq Listing Rule, it may choose to exempt from certain corporate governance requirements that could have an adverse effect on the public shareholders.

As of [•], 2023, there was approximately $[•] million in ASCA’s trust account established for the benefit of ASCA’s public shareholders (the “Trust Account”). On [•], 2023, the last sale price of ASCA Class A ordinary shares on Nasdaq was $[•] per share.

Pursuant to ASCA’s Memorandum and Articles of Association, as amended and restated on October 9, 2023 (the “Existing Charter”), ASCA is providing its public shareholders with the opportunity to redeem all or a portion of their ASCA Class A ordinary shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in ASCA’s Trust Account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding ASCA Class A ordinary shares that were sold as part of the ASCA Units in ASCA’s initial public offering (“IPO”), subject to the limitations described therein. ASCA estimates that the per-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $[•] at the time of the Meeting. ASCA’s public shareholders may elect to redeem their shares even if they vote for the Business Combination or do not vote at all. ASCA has no specified maximum redemption threshold under ASCA’s Existing Charter. Holders of outstanding ASCA Warrants and Rights do not have redemption rights in connection with the Business Combination.

ASCA is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Meeting and at any adjournment or postponement of the Meeting. The Initial Shareholders, who as of the Record Date owned 1,725,000 ASCA Class A ordinary shares and 1 ASCA Class B ordinary share, or approximately 46.3% of the outstanding ASCA ordinary shares, and Chardan Capital Markets, LLC, the representative of the underwriters of the IPO (“Chardan”), who as of the Record Date owned 69,000 ASCA Class A ordinary shares, have agreed to vote all their shares in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intend to vote for the Nasdaq Proposal, the Share Incentive Plan Proposal and the Adjournment Proposal, although there is no agreement in place with respect to voting on those proposals.

 

Table of Contents

Each shareholder’s vote is very important. Whether or not you plan to participate in the Meeting, please submit your proxy card without delay. Shareholders may revoke proxies at any time before they are voted at the Meeting. Voting by proxy will not prevent a shareholder from voting at the Meeting if such shareholder subsequently chooses to participate in the Meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the Proposals presented at the Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Meeting. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Meeting. If you are a shareholder of record and you attend the Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR ASCA CLASS A ORDINARY SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES SHALL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE MEETING — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

ASCA’s Board of Directors unanimously recommends that ASCA shareholders vote “FOR” approval of each of the Proposals. When you consider ‘the Board of ‘Directors’ recommendation of these Proposals, you should keep in mind that ASCA’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See “The Acquisition Merger Proposal — Interests of Certain Persons in the Business Combination.”

 

   

Claudius Tsang

   

Chairman, Chief Executive Officer and Chief Financial Officer

   

A SPAC I Acquisition Corp.

   

[•], 2023

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

 

Table of Contents

HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about ASCA that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by ASCA with the SEC, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Meeting, or no later than [•], 2023. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about ASCA and NewGenIvf. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. Neither ASCA nor NewGenIvf has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

 

Table of Contents

A SPAC I ACQUISITION CORP.
Level 39, Marina Bay Financial Centre
Tower
2, 10 Marina Boulevard
Singapore, 018983

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF A SPAC I ACQUISITION CORP.

To Be Held on [], 2023

To A SPAC I Acquisition Corp. Shareholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the shareholders of A SPAC I Acquisition Corp. (“ASCA”, “we”, “our”, or “us”), which will be held at [•] a.m., Eastern Time, on [•], 2023 (the “Meeting”) at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via live webcast at https://www.[•]. We encourage shareholders to attend the Meeting virtually.

During the Meeting, ASCA’s shareholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

        To approve the merger of ASCA with and into A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”), and the plan of merger for the Reincorporation Merger (the “Reincorporation Plan of Merger”), a copy of which is attached to this proxy statement/prospectus as Annex A-3, and the transactions contemplated thereunder. This Proposal is referred to as the “Reincorporation Merger Proposal” or “Proposal No. 1.”

        To approve the business combination and other transactions (and related transaction documents) contemplated by the merger agreement dated February 15, 2023 and amended as of June 12, 2023 and December 6, 2023 (and as may be further amended from time to time, the “Merger Agreement”), by and among NewGenIvf Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“NewGenIvf”, “NewGen” or the “Company”), certain shareholders of the Company, ASCA, PubCo, and A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of PubCo (“Merger Sub”), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereunder including, (i) the “Reincorporation Merger, and (ii) immediately following the Reincorporation Merger, the merger of Merger Sub with and into NewGenIvf with NewGenIvf being the surviving entity and a wholly-owned subsidiary of PubCo (the “Acquisition Merger”, together with the Reincorporation Merger, the “Business Combination”). This Proposal is referred to as the “Acquisition Merger Proposal” or “Proposal No. 2.”

        To approve, for purposes of complying with Nasdaq Listing Rule 5635(a), (b) and (d), the issuance of more than 20% of the issued and outstanding ASCA Class A ordinary shares and the resulting change in control in connection with the Business Combination upon the consummation of the Business Combination. This Proposal is referred to as the “Nasdaq Proposal” or “Proposal No. 3.”

        To approve the First Fertility Group Ltd. 2023 Share Incentive Plan (the “Share Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex C, in connection with the Business Combination upon the consummation of the Business Combination. This Proposal is referred to as the “Share Incentive Plan Proposal” or “Proposal No. 4.”

        To approve the adjournment of the Meeting by the chairman thereof to a later date, if necessary and appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event ASCA does not receive the requisite shareholder vote to approve the Proposals. This Proposal is referred to as the “Adjournment Proposal” or “Proposal No. 5.”

The Acquisition Merger Proposal is conditioned on the approval of the Reincorporation Merger Proposal, and the Reincorporation Merger Proposal, the Nasdaq Proposal and the Share Incentive Plan Proposal are dependent on approval of the Acquisition Merger Proposal. It is important for you to note that in the event that the Acquisition Merger Proposal is not approved, ASCA will not consummate the Business Combination. If ASCA does not

 

Table of Contents

consummate the Business Combination and fails to complete an initial business combination by January 17, 2024, unless further extended monthly up to April 17, 2024 as allowed under its Memorandum and Articles of Association, as amended and restated on October 9, 2023 (the “Existing Charter”), ASCA will be required to dissolve and liquidate.

Approval of the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposal, the Share Incentive Plan Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding ASCA ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting or any adjournment or postponement thereof.

As of [•], 2023, there were [•] ASCA Class A ordinary shares and 1 ASCA Class B ordinary share issued and outstanding and entitled to vote. Only holders of ASCA ordinary shares of record as of the close of business on [•], 2023, the record date for the Meeting, are entitled to vote at the Meeting or any adjournment or postponement thereof. This proxy statement/prospectus is first being mailed to ASCA shareholders on or about [•], 2023.

Investing in the Combined Company’s securities involves a high degree of risk. See “Risk Factors” beginning on page 45 of this proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in the Combined Company’s securities.

After the Business Combination, assuming there are no redemptions of shares and there is no exercise of warrants, Mr. Siu, Wing Fung Alfred together with Ms. Fong, Hei Yue Tina will hold 40.2% of the voting power of the PubCo. Nevertheless, we expect that Mr. Siu, Wing Fung Alfred together with Ms. Fong, Hei Yue Tina will hold a majority of the voting power of the PubCo following the Business Combination, assuming there are redemptions of more than [•]% of our shares and there is no exercise of our warrants. Accordingly, the Combined Company may be a controlled company under Nasdaq Listing Rule 5615(c). For so long as the Combined Company remains as a controlled company under that definition, it is permitted to elect to rely on certain exemptions from corporate governance rules. As a result, the investors may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. The Combined Company’s status as a controlled company could cause its securities to look less attractive to certain investors or otherwise harm the trading price. Please see “Risk Factors — If PubCo meets the definition of a “controlled company” under the rules of the Nasdaq Listing Rule, it may choose to exempt from certain corporate governance requirements that could have an adverse effect on the public shareholders.”

 

Table of Contents

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the Internet or by telephone as promptly as possible in order to ensure your representation at the Meeting no later than the time appointed for the Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your ASCA ordinary shares online if you subsequently choose to participate in the Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Meeting, you must obtain a proxy issued in your name from that record. Only shareholders of record at the close of business on the record date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.

You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous one, by participating in the Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Advantage Proxy, P.O. Box 13581, Des Moines, WA 98198, Attention: Karen Smith, Telephone: 877-870-8565, that is received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

ASCA’s Board of Directors unanimously recommends that ASCA shareholders vote “FOR” approval of each of the Proposals. When you consider ‘the Board of ‘Directors’ recommendation of these Proposals, you should keep in mind that ASCA’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See “The Acquisition Merger Proposal — Interests of Certain Persons in the Business Combination.”

On behalf of ASCA’s Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

By Order of the Board of Directors,

 

   

Claudius Tsang

   

Chairman, Chief Executive Officer and Chief Financial Officer

   

A SPAC I Acquisition Corp.

   

[•], 2023

 

Table of Contents

TABLE OF CONTENTS

 

Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

3

ENFORCEMENT OF CIVIL LIABILITIES

 

5

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

8

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

20

SELECTED HISTORICAL FINANCIAL DATA OF ASCA

 

43

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF NEWGENIVF

 

44

RISK FACTORS

 

45

PROPOSAL NO. 1 — THE REINCORPORATION MERGER PROPOSAL

 

103

PROPOSAL NO. 2 — THE ACQUISITION MERGER PROPOSAL

 

105

PROPOSAL NO. 3 — THE NASDAQ PROPOSAL

 

136

PROPOSAL NO. 4 — THE SHARE INCENTIVE PLAN PROPOSAL

 

138

PROPOSAL NO. 5 — THE ADJOURNMENT PROPOSAL

 

140

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

 

141

ASCA’S BUSINESS

 

151

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ASCA

 

154

INFORMATION ABOUT NEWGENIVF

 

161

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NEWGENIVF

 

185

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

202

DESCRIPTION OF ASCA’S SECURITIES

 

212

DESCRIPTION OF COMBINED COMPANY’S SECURITIES

 

217

COMPARISON OF SHAREHOLDERS’ RIGHTS

 

221

TRADING MARKET AND DIVIDENDS

 

222

ASCA’S DIRECTORS AND EXECUTIVE OFFICERS

 

223

NEWGENIVF’S DIRECTORS AND EXECUTIVE OFFICERS PRIOR TO THE BUSINESS COMBINATION

 

231

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINED COMPANY AFTER THE BUSINESS COMBINATION

 

232

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

237

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

239

LEGAL MATTERS

 

243

EXPERTS

 

243

APPRAISAL RIGHTS

 

244

SHAREHOLDER PROPOSALS AND OTHER MATTERS

 

245

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

245

TRANSFER AGENT AND REGISTRAR

 

245

WHERE YOU CAN FIND MORE INFORMATION

 

246

INDEX TO FINANCIAL STATEMENTS

 

F-1

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

II-1

Annex A — Merger Agreement

 

A-1

Annex A-1 — First Amendment to Merger Agreement

 

A-1-1

Annex A-2 — Second Amendment to Merger Agreement

 

A-2-1

Annex A-3 — Plan of Merger

 

A-3-1

Annex B — Memorandum and Articles of Association

 

B-1

Annex C — Form of Share Incentive Plan

 

C-1

Annex D — Fairness Opinion

 

D-1

i

Table of Contents

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus, the terms, “we,” “us,” “our” or “ASCA” refer to A SPAC I Acquisition Corp., a British Virgin Islands business company. Further, in this document:

        “ASCA Class A ordinary shares” means the Class A ordinary shares, no par value per share, of A SPAC I Acquisition Corp.

        “ASCA Class B ordinary share” means the Class B ordinary share, no par value per share, of A SPAC I Acquisition Corp.

        “ASCA ordinary shares” means the ASCA Class A ordinary shares and ASCA Class B ordinary shares, collectively.

        “ASCA preferred shares” means the preferred shares, with no par value per share, of A SPAC I Acquisition Corp.

        “ASCA Warrants” means the public warrants and the private placement warrants, collectively.

        “Asia Pacific” means the Asia-Pacific region, which includes Thailand, Cambodia, Kyrgyzstan, India and China.

        “Board” means the board of directors of ASCA.

        “Business Combination” means the Reincorporation Merger together with the Acquisition Merger, as contemplated by the Merger Agreement.

        “CIC” means China Insights Consultancy.

        “Closing Date” means the date of the consummation of the Business Combination.

        “Code” means the United States Internal Revenue Code of 1986, as amended.

        “Combination Period” means the period of time by which an initial business combination must be completed by ASCA.

        “Combined Company” means ASCA after the consummation of the Business Combination, renamed “First Fertility Group Ltd.”

        “Continental” means Continental Stock Transfer & Trust Company, ASCA’s transfer agent.

        “Effective Time” means the time at which the Business Combination becomes effective.

        “Exchange Act” means the Securities Exchange Act of 1934, as amended.

        “Existing Charter” means ASCA’s Memorandum and Articles of Association, as amended and restated on October 9, 2023.

        “founder shares” means the Class A ordinary shares and Class B ordinary shares of ASCA issued to the Sponsor prior to the IPO for an aggregate purchase price of $25,000.

        “GAAP” means accounting principles generally accepted in the United States of America.

        “Initial Shareholders” means the Sponsor and other initial holders of the founder shares.

        “IPO” refers to the initial public offering of 6,000,000 units of ASCA consummated on February 17, 2022.

        “IRS” means the United States Internal Revenue Service.

        “Merger Agreement” means that certain Merger Agreement, dated as of February 15, 2023 and amended as of June 12, 2023 and December 6, 2023, and as may be further amended from time to time, by and among ASCA, PubCo, Merger Sub, NewGenIvf, and certain shareholders of NewGenIvf.

1

Table of Contents

        “Merger Sub” means A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of PubCo.

        “NewGenIvf” means NewGenIvf Limited, a Cayman Islands exempted company, prior to the consummation of the Business Combination.

        “Plans of Merger” means (i) the Plan of Merger in connection with the Reincorporation Merger and (ii) the Plan of Merger in connection with the Acquisition Merger, collectively.

        “private placement warrants” mean the warrants of ASCA issued to the Sponsor in a private placement simultaneously with the closing of the IPO.

        “PubCo Class A ordinary shares” means the Class A ordinary shares, no par value per share, of A SPAC I Mini Acquisition Corp.

        “PubCo Class B ordinary shares” means the Class B ordinary shares, no par value per share, of A SPAC I Mini Acquisition Corp.

        “PubCo Ordinary Shares” means the PubCo Class A ordinary shares and PubCo Class B ordinary shares, collectively.

        “public shares” means the ASCA Class A ordinary shares included in the units of ASCA sold in the IPO, whether they were purchased in the IPO or thereafter in the open market.

        “public shareholders” means holders of public ASCA Class A ordinary shares.

        “public warrants” mean the warrants included in the units of ASCA sold in the IPO, whether they were purchased in the IPO or thereafter in the open market.

        “SEC” means the U.S. Securities and Exchange Commission.

        “Securities Act” means the Securities Act of 1933, as amended.

        “Share Incentive Award” means the PubCo’s Share Incentive Award scheme.

        “Sponsor” means A SPAC (Holdings) Acquisition Corp., a British Virgin Islands business company.

2

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of ASCA and/or NewGenIvf and may include statements for the period following the consummation of the Business Combination.

Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NewGenIvf” and “Information about NewGenIvf.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward- looking.

The forward-looking statements are based on the current expectations of the management of ASCA and NewGenIvf as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by ASCA and the following:

        expectations regarding NewGenIvf’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and ability to invest in growth initiatives and pursue acquisition opportunities;

        risks related to NewGenIvf’s technology and data privacy practices;

        risks related to NewGenIvf’s reliance on third parties;

        risks related to the general economic and financial market conditions; political, legal and regulatory environment; and the industries in which NewGenIvf operates;

        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

        the outcome of any legal proceedings that may be instituted against ASCA or NewGenIvf following announcement of the Merger Agreement and the transactions contemplated therein;

        the inability to complete the Business Combination due to, among other things, the failure to obtain ASCA or NewGenIvf shareholder approval;

        the risk that the announcement and consummation of the proposed Business Combination disrupts NewGenIvf’s current plans;

        the ability to recognize the anticipated benefits of the Business Combination;

        unexpected costs related to the proposed Business Combination;

        the amount of any redemptions by existing holders of ASCA Class A ordinary shares being greater than expected;

        limited liquidity and trading of ASCA’s securities;

        geopolitical risk and changes in applicable laws or regulations;

3

Table of Contents

        the possibility that ASCA and/or NewGenIvf may be adversely affected by other economic, business, and/or competitive factors;

        operational risks;

        the risks that the COVID-19 pandemic, and local, state, and federal responses to addressing the pandemic, may have an adverse effect on the business operations of ASCA and NewGenIvf, as well as their respective financial condition and results of operations;

        litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on NewGenIvf’s resources; and

        the risks that the consummation of the Business Combination is substantially delayed or does not occur.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of ASCA and NewGenIvf prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to ASCA, NewGenIvf or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, ASCA and NewGenIvf undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

4

Table of Contents

ENFORCEMENT OF CIVIL LIABILITIES

We are a business company with limited liability incorporated under the laws of the British Virgin Islands. We are incorporated in the British Virgin Islands because of certain benefits associated with being a British Virgin Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, certain disadvantages accompany incorporation in the British Virgin Islands. These disadvantages include, but are not limited to, the following: (i) the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors; and (ii) British Virgin Islands companies may not have standing to sue before the federal courts of the United States.

All of the individuals who may be directors and executive officers of PubCo and NewGenIvf, and all experts named in this proxy statement/prospectus, reside outside of the United States. All or a substantial portion of the assets of such individuals and of PubCo and NewGenIvf may be located outside of the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon such individuals, PubCo or NewGenIvf, or to enforce against such individuals, PubCo or NewGenIvf in United States courts judgments obtained in such courts predicated upon the civil liability provisions of the federal securities laws of the United States.

Cayman Islands

There is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of securities laws of the United States or any state in the United States or (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgement, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment:

(a)     is given by a foreign court of competent jurisdiction;

(b)    imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

(c)     is final;

(d)    is not in respect of taxes, a fine or a penalty;

(e)     was not obtained by fraud; and

(f)     is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

Hong Kong

There is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that

5

Table of Contents

the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (2) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.

Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States.

Thailand

There is uncertainty as to whether the courts of Thailand would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in Thailand against us or our directors or officers that are predicated upon the securities laws of the United States or any state in the United States.

The United States and Thailand do not have a treaty providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws would not be enforceable in Thailand.

A final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be cited as evidence in a civil proceeding in Thailand.

Kyrgyzstan

The courts of Kyrgyzstan would not (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Kyrgyzstan against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Kyrgyzstan provided that (1) there is a treaty on recognition and enforcement of the judgements of the court between the United States and Kyrgyzstan or (2) based on reciprocity principal. The issue is that none of the abovementioned grounds exist. In particular, there is no treaty and to the best of our knowledge there is no precedents when a court judgement of Kyrgyzstan was recognized and enforced in the United States.

The courts of the Kyrgyzstan may entertain the original actions brought in Kyrgyzstan against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States due to lack of jurisdictions provided that a dispute is civil in nature, and (1) a respondent is an entity incorporated in Kyrgyzstan or (2) a respondent is a foreign entity that has an asset or governing body, branch office (representative office) in Kyrgyzstan.

As a result, original actions or actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States will not be enforceable in Kyrgyzstan.

British Virgin Islands (BVI)

There is uncertainty as to whether the courts of BVI would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in BVI against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

6

Table of Contents

Although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the federal or state courts of the United States, in certain circumstances a judgment obtained in such jurisdiction may be recognized and enforced in the courts of the British Virgin Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the High Court of the British Virgin Islands, provided:

(a)     such judgment is given by a foreign court of competent jurisdiction and such foreign court had proper jurisdiction over the parties subject to such judgment;

(b)    such judgment imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

(c)     such judgment is final;

(d)    no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the British Virgin Islands;

(e)     such judgment is not in respect of taxes, a fine, a penalty or similar fiscal or revenue obligations of the company;

(f)     such judgment was not obtained in a fraudulent manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the British Virgin Islands.

7

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a shareholder of ASCA, may have regarding the Proposals being considered at the Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.

Q:     What is the purpose of this document?

A:     ASCA, PubCo, Merger Sub and NewGenIvf have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. The board of directors of ASCA (the “Board”) is soliciting your proxy to vote for the Business Combination and the related Proposals at the Meeting because you owned ASCA Class A ordinary shares at the close of business on [•], 2023, the “Record Date” for the Meeting, and are therefore entitled to vote at the Meeting. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote.

Q:     What is being voted on?

A:     Below are the Proposals that the ASCA shareholders are being asked to vote on:

        Proposal No. 1 — The Reincorporation Merger Proposal to approve the merger of ASCA with and into A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”), and the plan of merger for the Reincorporation Merger (the “Reincorporation Plan of Merger”), a copy of which is attached to this proxy statement/prospectus as Annex A-3, and the transactions contemplated thereunder.

        Proposal No. 2 — The Acquisition Merger Proposal to approve the business combination and other transactions (and related transaction documents) contemplated by the merger agreement dated February 15, 2023 and amended as of June 12, 2023 and December 6, 2023 (and as may be further amended from time to time, the “Merger Agreement”), by and among NewGenIvf Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“NewGenIvf”, “NewGen” or the “Company”), certain shareholders of the Company, ASCA, PubCo, and A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of PubCo (“Merger Sub”), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereunder including, (i) the Reincorporation Merger, and (ii) immediately following the Reincorporation Merger, the merger of Merger Sub with and into NewGenIvf with NewGenIvf being the surviving entity and a wholly-owned subsidiary of PubCo (the “Acquisition Merger”, together with the Reincorporation Merger, the “Business Combination”).

        Proposal No. 3 — The Nasdaq Proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a), (b) and (d), the issuance of more than 20% of the issued and outstanding ASCA Class A ordinary shares and the resulting change in control in connection with the Business Combination upon the consummation of the Business Combination.

        Proposal No. 4 — The Share Incentive Plan Proposal to approve the Share Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex C, in connection with the Business Combination upon the consummation of the Business Combination.

        Proposal No. 5 — The Adjournment Proposal to approve the adjournment of the Meeting by the chairman thereof to a later date, if necessary or appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event ASCA does not receive the requisite shareholder vote to approve the Proposals.

8

Table of Contents

Q:     What vote is required to approve the Proposals?

A:     Proposal No. 1 — The Reincorporation Merger Proposal requires the affirmative vote of the majority of the issued and outstanding ASCA ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting. An abstention and broker non-votes will have no effect on the vote for Proposal No. 1.

Proposal No. 2 — The Acquisition Merger Proposal requires the affirmative vote of the majority of the issued and outstanding ASCA ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting. An abstention and broker non-votes will have no effect on the vote for Proposal No. 2.

Proposal No. 3 — The Nasdaq Proposal requires the affirmative vote of the majority of the issued and outstanding ASCA ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting. Abstentions and broker non-votes will have no effect on the vote for Proposal No. 3.

Proposal No. 4 — The Share Incentive Plan Proposal requires the affirmative vote of the majority of the issued and outstanding ASCA ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting. An abstention and broker non-votes will have no effect on the vote for Proposal No. 4.

Proposal No. 5 — The Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding ASCA ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting. Abstentions and broker-non votes have no effect on the vote for Proposal No. 5.

Q:     Are any of the Proposals conditioned on one another?

A:     The Acquisition Merger Proposal is conditioned on the approval the Reincorporation Merger Proposal, and the Reincorporation Merger, the Nasdaq Proposal and the Share Incentive Plan Proposal are dependent upon approval of the Acquisition Merger Proposal. It is important for you to note that in the event that the Acquisition Merger Proposal is not approved, ASCA will not consummate the Business Combination. If ASCA does not consummate the Business Combination and fails to complete an initial business combination by January 17, 2024, unless further extended monthly up to April 17, 2024 as allowed under its Existing Charter, ASCA will be required to dissolve and liquidate.

Q:     What will happen in the Business Combination?

A:     At the closing of the Reincorporation Merger, ASCA will reincorporate to the British Virgin Islands by merging with and into PubCo, with PubCo as the surviving publicly traded entity. At the closing of the Acquisition Merger, Merger Sub, a wholly-owned subsidiary of PubCo, will be merged with and into NewGenIvf, with NewGenIvf surviving such merger as the surviving entity. Upon consummation of the Business Combination, NewGenIvf will become a wholly-owned subsidiary of PubCo. In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by ASCA’s public shareholders will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Q:     What is the consideration being paid to NewGenIvf security holders?

A:     The aggregate consideration for the Business Combination is $50,000,000, payable in the form of 5,000,000 newly issued PubCo Class A ordinary shares valued at $10.00 per share to NewGenIvf’s shareholders, plus 800,000 additional PubCo Class A ordinary shares valued at $10.00 per share in exchange for the NewGenIvf shares issued by NewGenIvf following the original date of the Merger Agreement (the “Additional Closing Shares”). The Additional Closing Shares were issued outside of the 5,000,000 merger consideration so that the original shareholders of NewGenIvf would not have the number of shares they received at closing of the Business Combination reduced. In addition, after the closing of the Business Combination, subject to the terms and conditions set forth in the Merger Agreement, the principal shareholders of NewGenIvf will have the right to receive in the aggregate up to an additional 2,000,000 PubCo Class A Ordinary Shares as follows: (i) in the event that, during the 18-month period after the closing date, the volume-weighted average price of PubCo Class A Ordinary Shares over any 20 trading days within any 30-trading day period is greater than or equal to

9

Table of Contents

$15.00, then such principal shareholders will be entitled to receive 1,000,000 earnout shares; and (ii) in the event that the net profit of PubCo and its subsidiaries on a consolidated basis for any four consecutive fiscal quarters, during the six fiscal quarters commencing from the first day of the next fiscal quarter after the closing, is equal to or exceeds $3,825,000, then such principal shareholders will be entitled to receive 1,000,000 earnout shares. 1,350,000 PubCo Ordinary Shares (representing 13.2% of the number of PubCo Ordinary Shares outstanding immediately after the Closing, assuming no redemptions) will be reserved and authorized for issuance under the Share Incentive Award upon closing. After the Closing, the number of PubCo Ordinary Shares reserved and authorized for issuance under the Share Incentive Award may be adjusted to reflect increase or decrease of the number of outstanding PubCo Ordinary Shares. At the closing of the Business Combination, each NewGenIvf ordinary shares then issued and outstanding shall be cancelled and automatically converted into the right to receive PubCo Class A ordinary shares pursuant to the terms of the Merger Agreement.

Q:     What equity stake will current shareholders of ASCA and NewGenIvf shareholders hold in the Combined Company after the closing?

A:     It is anticipated that upon completion of the Business Combination, assuming maximum redemption by our public shareholders of 1,932,471 of ASCA’s outstanding ordinary shares and no exercise of our warrants, ASCA’s current shareholders would retain an ownership interest of approximately 30.0% of the Combined Company (such that the public shareholders would own approximately 8.3% of the Combined Company), Chardan, the Sponsor, officers, directors and other holders of founder shares will retain an ownership interest of approximately 21.7% of the Combined Company and the NewGenIvf shareholders will own approximately 70.0% of the Combined Company.

These ownership percentages with respect to the Combined Company assume the maximum redemption by the ASCA public shareholders of 1,932,471 ordinary shares. If the actual facts are different from these assumptions, the percentage ownership retained by the ASCA shareholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:     Do any of ASCA’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     In considering the recommendation of the Board to approve the Merger Agreement, ASCA shareholders should be aware that the Sponsor (which is affiliated with certain of ASCA’s officers and directors) and certain ASCA executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of ASCA shareholders generally, including but not limited to the following:

        The Sponsor and its affiliates will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. The Sponsor and its affiliates will retain 1,725,000 ordinary shares upon consummation of the Business Combination, representing ownership interest of approximately 20.8% in the combined company, which represents a transaction value of approximately $12,064,000, assuming a pre-transaction value of NewGenIvf of $50 million plus the Additional Closing Shares valued at $8 million and assuming maximum redemption by our public shareholders and no exercise of our warrants. Such ordinary shares had an aggregate market value of approximately $[•] million, based on the closing price of the ASCA Class A ordinary shares of $[•] per share on Nasdaq on [•], 2023.

        If an initial business combination with NewGenIvf or another business combination is not completed by January 17, 2024 (unless further extended monthly up to April 17, 2024 as allowed under ASCA’s Existing Charter), ASCA will be required to liquidate. In such event, 1,725,000 ASCA Class A ordinary shares and 1 ASCA Class B ordinary share held by the Sponsor, which were acquired by the Sponsor prior to the IPO for an aggregate purchase price of approximately $0.01 per share, or $25,000 in the aggregate, will be worthless because the Sponsor is not entitled to participate in any redemption or distribution from the Trust Account with respect to such securities. The Class B ordinary share will automatically be cancelled at the consummation of the Business Combination. The ASCA Class A ordinary shares had an aggregate market value of approximately $[•] million, based on the closing price of the ASCA Class A ordinary shares of $[•] per share on Nasdaq on [•], 2023. The Sponsor and ASCA’s officers and directors waived their redemption rights and liquidation rights in connection with the purchase of the founder shares and no other consideration was paid for such agreement.

10

Table of Contents

        If an initial business combination with NewGenIvf or another business combination is not completed by January 17, 2024 (unless further extended monthly up to April 17, 2024 as allowed under ASCA’s Existing Charter), ASCA will be required to liquidate. In such event, 3,145,000 private placement warrants purchased by the Sponsor for a purchase price of $1.00 per warrant, or $3,145,000 in the aggregate, in a private placement simultaneously with the closing of the IPO, will be worthless. At the consummation of the Business Combination, such warrants would have an aggregate market value of approximately $[•] million, based on the closing price of $[•] per warrant on Nasdaq on [•], 2023.

        The exercise of ASCA’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interests.

        The Sponsor may make loans from time to time to ASCA to fund certain capital requirements. On January 27, 2023 and March 13, 2023, ASCA issued to the Sponsor two unsecured promissory notes in the aggregate amount up to $500,000 per note. On June 12, 2023, ASCA issued to the Sponsor an unsecured promissory note in the aggregate amount up to $200,000. As of the date of this proxy statement/prospectus, $[•] in the aggregate were outstanding under these promissory notes. The principal amounts outstanding under these promissory notes will be payable promptly on demand and, in any event, no later than the date on which ASCA terminates or consummates an initial business combination. If the Business Combination is not consummated, these loans will be repaid only from funds available to ASCA outside of the Trust Account.

        If ASCA is unable to complete an initial business combination within the required time period, the Sponsor may be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by ASCA for services rendered or contracted for ASCA. If ASCA consummates an initial business combination, on the other hand, the combined company will be liable for all such claims.

        The Sponsor and ASCA’s officers and directors and their affiliates are entitled to reimbursement of reasonable out-of-pocket expenses incurred by them in connection with certain activities on ASCA’s behalf, such as identifying and investigating possible business targets and business combinations. However, if the proposed Business Combination is not completed by January 17, 2024 (unless further extended monthly up to April 17, 2024 as allowed under ASCA’s Existing Charter), they will not have any claim against the Trust Account for reimbursement. Accordingly, ASCA may not be able to reimburse these expenses, and the Sponsor and ASCA’s officers and directors and their affiliates will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceeded the amount of its working capital if the Business Combination or another business combination is not completed within the allotted time period. As of the date of this proxy statement/prospectus, the Sponsor and ASCA’s officers and directors and their affiliates have not had any unpaid reimbursable expenses.

        The Merger Agreement provides for the continued indemnification of ASCA’s current directors and officers and the continuation of directors and officers liability insurance after the Business Combination covering ASCA’s current directors and officers.

        The Sponsor and its affiliates can earn a positive rate of return on their investment, even if other ASCA shareholders experience a negative rate of return in the combined company following the Business Combination. For example, if the share price of the Class A ordinary shares declined to $5.00 per share after the close of the business combination, ASCA’s public shareholders who purchased shares in the IPO, would have a loss of $5.00 per share, while ASCA’s Sponsor would have a gain of $[•] per share because it acquired the founder shares for a nominal amount.

The foregoing personal and financial interests of the Sponsor as well as ASCA’s directors and executive officers may have influenced their motivation in identifying and selecting NewGenIvf as a business combination target, completing an initial business combination with NewGenIvf and influencing the operation of the business following the Business Combination. Moreover, the foregoing interests present a risk that the Sponsor will benefit from the completion of a business combination, including in a manner that may not be aligned with public shareholders. As such, the Sponsor may be incentivized to complete an acquisition

11

Table of Contents

of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. In considering the recommendations of the ASCA Board to vote for the proposals, its shareholders should consider these interests.

Q:     When and where is the Meeting?

A:     The Meeting will take place on [•], 2023, at [•] a.m., Eastern time, at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via live webcast at https://www.[•]. We encourage shareholders to attend the Meeting virtually.

Q:     Who may vote at the Meeting?

A:     Only holders of record of ASCA ordinary shares as of the close of business on [•], 2023 may vote at the Meeting. As of [•], 2023, there were [•] ASCA Class A ordinary shares and 1 ASCA Class B ordinary share outstanding and entitled to vote. Please see “The Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Meeting?

A:     Shareholders representing not less than 50% of ASCA ordinary shares issued and outstanding as of the Record Date and entitled to vote at the Meeting must be present in person, by virtual attendance or represented by proxy in order to hold the Meeting and conduct business. This is called a quorum.

ASCA Class A ordinary shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, shareholders representing a majority of the votes present in person or represented by proxy at such meeting may adjourn the meeting until a quorum is present.

Q:     How will the Initial Shareholders vote?

A:     Pursuant to a letter agreement (“Letter Agreement”), the Initial Shareholders, who as of Record Date owned 1,725,000 ASCA Class A ordinary shares and 1 ASCA Class B ordinary share, or approximately 46.3% of the outstanding ASCA ordinary shares, and Chardan, who as of the Record Date owned 69,000 ASCA Class A ordinary shares, have agreed to vote their respective ASCA ordinary shares acquired by them prior to or in the IPO and any ordinary shares purchased by them in the open market in or after the IPO in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intend to vote for the other Proposals. As a result, only 69,236 ASCA ordinary shares held by the public shareholders will need to be present in person, by virtual attendance or by proxy to satisfy the quorum requirement for the meeting. In addition, as the vote to approve each of the Reincorporation Merger Proposal and the Acquisition Merger Proposal is a majority of the votes cast at a meeting at which a quorum is present, assuming only the minimum number of ordinary shares to constitute a quorum is present, no ordinary shares held by the public shareholders will be required to vote in favor of the Reincorporation Merger Proposal or the Acquisition Merger Proposal for it to be approved.

Q:     How many votes do I and others have?

A:     You are entitled to one vote for each ASCA ordinary share that you held as of the Record Date. As of the close of business on the Record Date, there were [•] ASCA Class A ordinary shares and 1 Class B ordinary share issued and outstanding and entitled to vote at the Meeting.

Q:     Am I required to vote against the Business Combination in order to have my public shares redeemed?

A:     No. You are not required to vote against the Business Combination, or to vote at all, in order to have the right to demand that ASCA redeem your public shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including a pro rata portion of interest earned on the Trust Account, net of taxes payable). These rights to demand redemption of public shares for cash are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of public shares electing to exercise their redemption rights will not be entitled to receive such payments and their shares will be returned to them.

12

Table of Contents

Q:     How do I exercise my redemption rights?

A:     If you are a public shareholder and you seek to have your public shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time, on [•], 2023 (at least two business days before the Meeting), that ASCA redeem your shares into cash; and (ii) submit your request in writing to Continental, our transfer agent, at the address listed at the end of this section and deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/ Withdrawal at Custodian) System at least two business days before the Meeting.

Any corrected or changed written demand of redemption rights must be received by Continental two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days before the Meeting.

ASCA shareholders may seek to have their public shares redeemed regardless of whether they vote for or against the Business Combination, or whether they vote at all, and whether or not they are holders of ASCA ordinary shares as of the Record Date. Any public shareholder who holds ordinary shares on or before [•], 2023 (two business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on the Trust Account, net of taxes payable), divided by the number of currently issued and outstanding Class A ordinary shares sold in the IPO. Please see “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Class A ordinary shares for cash.

In order to validly exercise your redemption rights, you must submit your request in writing to Continental at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th floor
New York, NY 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder (as defined below) elects to redeem its ASCA Class A ordinary shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the ASCA Class A ordinary shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code and whether ASCA would be characterized as a passive foreign investment company (“PFIC”). Whether the redemption qualifies as a sale or exchange of the ASCA Class A ordinary shares or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the ASCA Class A ordinary shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the ASCA Class A ordinary shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the ASCA Class A ordinary shares redeemed exceeds one year.

Subject to the PFIC rules, long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the ASCA Class A ordinary shares may prevent a U.S. Holder from satisfying the applicable holding period requirements. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights” and “Material U.S. Federal Income Tax Consequences — Passive Foreign Investment Company Status” for a more

13

Table of Contents

detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its ASCA Class A ordinary shares for cash, including with respect to ASCA’s potential PFIC status and certain tax implications thereof.

Additionally, because the Reincorporation Merger will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to ASCA Class A ordinary shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(a) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(a) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences to U.S. Holders of Exercising Redemption Rights.” All holders of ASCA Class A ordinary shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws.

Q:     Will holders of ASCA Class A ordinary shares, Rights or ASCA Warrants be subject to U.S. federal income tax on the PubCo Ordinary Shares or PubCo Warrants received in the Reincorporation Merger?

A:     Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences,” including the application of the PFIC rules, the U.S. federal income tax consequences of the Reincorporation Merger to U.S. Holders of ASCA securities (as defined below) will depend, in part, on whether the Reincorporation Merger qualifies as a “reorganization” within the meaning of Section 368 of the Code. The Reincorporation Merger should qualify as a “reorganization”.

The rules under Section 368 of the Code, however, are complex and qualification for such treatment could be adversely affected by events or actions that occur following the Business Combination that are out of ASCA’s control.

Moreover, Section 367(a) of the Code may apply to the Reincorporation Merger if PubCo transfers the assets it acquires from ASCA pursuant to the Reincorporation Merger to certain subsidiary corporations in connection with the Business Combination. Section 367(a) of the Code, and the applicable Treasury regulations promulgated thereunder, would only apply to U.S. Holders who would be treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of PubCo following the Business Combination (a “5 Percent Holder”) who do not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8 (“GRA”), and would cause the Reincorporation Merger to result in gain recognition (but not loss) by such 5 Percent Holders. The requirements under Section 367(a) are not discussed herein There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations.

If the Reincorporation Merger does not qualify as a “reorganization”, then a U.S. Holder that exchanges its ASCA Class A ordinary shares, Rights, or ASCA Warrants for the consideration under the Reincorporation Merger will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the ASCA Class A ordinary shares, Rights, and ASCA Warrants exchanged. For a more detailed discussion of U.S. federal income tax consequences of the Reincorporation Merger, see “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Reincorporation Merger.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

14

Table of Contents

Q:     How can I vote?

A:     If you are a shareholder of record, you may vote in person (physically or virtually) at the Meeting, or by submitting a proxy using the enclosed proxy card, via the Internet or over the telephone. Whether or not you plan to participate in the Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the Meeting (physically and virtually) and vote online, if you choose.

To vote online at the Meeting via the Internet, follow the instructions below under “How may I participate in the Meeting virtually?”

To vote in person at the Meeting, you will be given a ballot when you arrive. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you will need to bring to the Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Meeting, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please go to https://www.[•] and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day until 11:59 p.m., Eastern Time, on [•], 2023. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Meeting or attend the Meeting physically to vote your shares.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

If you plan to vote via the Internet, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of Class A ordinary shares you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental. Requests for registration should be directed to 917-262-2373 or email proxy@continentalstock.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on [•], 2023.

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Meeting prior to the start time leaving ample time for the check in.

Q:     How may I participate in the Meeting virtually?

A:     If you are a shareholder of record as of the Record Date for the Meeting, you should receive a proxy card from Continental, containing instructions on how to attend the Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-262-2373 or email proxy@continentalstock.com.

15

Table of Contents

You can pre-register to attend the Meeting virtually starting on [•], 2023. Go to https://www.[•], enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote. At the start of the Meeting you will need to re-log into https://www.[•] using your control number.

If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

Q:     Who can help answer any other questions I might have about the participating in the Meeting virtually?

A:     If you have any questions concerning participating the Meeting virtually (including accessing the meeting by virtual means) or need help voting your ASCA ordinary shares, please contact Continental at 917-262-2373 or email proxy@continentalstock.com.

The Notice of Special Meeting, proxy statement/prospectus and form of proxy card are available at: https://www.[•].

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a Proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the Proposal without receiving voting instructions from you. If a Proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the Proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary Proposal because the holder of record has not received voting instructions from the beneficial owner.

Each of the Proposals to be presented at the Meeting is a non-discretionary Proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. A broker non-vote would have no effect on the vote for any Proposal.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     We will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Meeting. For purposes of approval, an abstention on any Proposals will have no effect on the vote for the Proposal.

Q:     If I am not going to attend the Meeting, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Meeting virtually or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     How can I submit a proxy?

A:     You may submit a proxy by (a) visiting https://www.[•] and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free 1-800-450-7155 in the U.S. and Canada or 1-857-999-9155 from foreign countries from any touch-tone phone, Conference ID: [•] and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

16

Table of Contents

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Meeting in person or via the Internet, and casting your vote or by voting again by the telephone or Internet voting options described below, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Meeting. If you hold your ordinary shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: kSmith@advantageproxy.com

Unless revoked, a proxy will be voted at the Meeting in accordance with the shareholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

Q:     What will happen if I return my proxy card without indicating how to vote?

A:     If you sign and return your proxy card without indicating how to vote on any particular Proposal, the ordinary shares represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the Meeting and cannot be voted.

Q:     Should I send in my share certificates now to have my Class A ordinary shares redeemed?

A:     ASCA shareholders who intend to have their public shares redeemed should send their certificates to Continental at least two business days before the Meeting. Please see “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Q:     Who will solicit the proxies and pay the cost of soliciting proxies for the Meeting?

A:     ASCA will pay the cost of soliciting proxies for the Meeting. ASCA has engaged Advantage Proxy to assist in the solicitation of proxies for the Meeting. ASCA has agreed to pay Advantage Proxy a fee of $8,000, plus disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages, and expenses. ASCA will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of the Class A ordinary shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     What happens if I sell my shares before the Meeting?

A:     The Record Date for the Meeting is earlier than the date of the Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your ASCA ordinary shares after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Meeting, but will transfer ownership of the shares and will not hold an interest in ASCA after the Business Combination is consummated.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite regulatory and shareholder approvals are received, ASCA expects that the Business Combination will occur as soon as possible following the Meeting.

17

Table of Contents

Q:     Are NewGenIvf’s shareholders required to approve the Business Combination?

A:     Yes. The Business Combination requires the affirmative approval of the Merger Agreement (as may be further amended from time to time) and the transactions contemplated by the Merger Agreement, including the Reincorporation Merger and the Acquisition Merger, by a special resolution of the shareholders of NewGenIvf passed by the affirmative vote of holders of NewGenIvf ordinary shares representing at least two-thirds of the votes of the NewGenIvf ordinary shares present and voting in person or by proxy at a meeting of the shareholders of NewGenIvf or approved in writing by all the holders of NewGenIvf ordinary shares entitled to vote at a general meeting of NewGenIvf.

Q:     Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A:     Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement, that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 45 of this proxy statement/prospectus.

Q:     May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A:     ASCA shareholders have appraisal rights in connection with the Reincorporation Merger but do not have appraisal rights in connection with the Acquisition Merger. There are no appraisal rights with respect to ASCA Warrants and Rights. See “The Meeting — Appraisal Rights” for more information.

Q:     What happens if the Business Combination is not consummated?

A:     If ASCA does not consummate the Business Combination by January 17, 2024 (unless further extended monthly up to April 17, 2024 as allowed under ASCA’s Existing Charter), then ASCA’s officers must take all actions necessary in accordance with the laws of the British Virgin Islands to dissolve and liquidate ASCA as promptly as reasonably possible. Following dissolution, ASCA will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable and liquidation expenses), together with any remaining out-of-trust net assets, will be distributed pro rata to holders of Class A ordinary shares who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each Class A ordinary share would be paid at liquidation would be approximately $[•] per share based on amounts on deposit in the Trust Account as of [•], 2023. The closing price of our Class A ordinary shares on Nasdaq as of [•], 2023 was $[•]. The Initial Shareholders waived the right to any liquidation distribution with respect to any Class A ordinary shares held by them.

Q:     What happens to the funds deposited in the Trust Account following the Business Combination?

A:     Following the closing of the Business Combination, holders of public shares of ASCA exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to NewGenIvf to fund working capital needs of the Combined Company. As of [•], 2023, there was approximately $[•] million in the Trust Account.

ASCA estimates that approximately $[•] per outstanding public ASCA Class A ordinary share will be paid to the investors exercising their redemption rights.

Q:     Who will manage the Combined Company after the Business Combination?

A:     As a condition to the closing of the Business Combination, all of the officers and directors of ASCA will resign. For information on the anticipated management of the Combined Company, see “Directors and Executive Officers of the Combined Company after the Business Combination” in this proxy statement/prospectus.

18

Table of Contents

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact ASCA’s proxy solicitor at:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: kSmith@advantageproxy.com

You may also obtain additional information about ASCA from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

19

Table of Contents

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, ASCA encourages you to read carefully this entire proxy statement/prospectus, including the Merger Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by ASCA’s shareholders.

The Parties to the Business Combination

A SPAC I Acquisition Corp.

ASCA was incorporated as a British Virgin Islands business company on April 29, 2021. It is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses.

On February 17, 2022, ASCA consummated its IPO of 6,000,000 units (“Units”) at $10.00 per Unit, generating gross proceeds of $60,000,000. Each Unit consists of one ASCA Class A ordinary share, three-fourths (3/4) of one redeemable warrant (“public warrant”), with each whole warrant entitling its holder to purchase one ASCA Class A ordinary share at a price of $11.50 per whole share, and one right (“Right”) to receive one-tenth (1/10) of one ASCA Class A ordinary share upon the consummation of an initial business combination. Simultaneously with the IPO, ASCA also consummated the sale to A SPAC (Holdings) Acquisition Corp., its Sponsor, of 2,875,000 warrants (the “private placement warrants”) in a private placement generating total proceeds of $2,875,000. ASCA granted the underwriters a 45-day option to purchase up to an additional 900,000 Units to cover over-allotments (the “Over-Allotment Option”) which was exercised on February 25, 2022. On March 1, 2022, ASCA closed the Over-Allotment Option resulting in additional gross proceeds of $9,000,000. Simultaneously with the closing of the Over-Allotment Option, ASCA consummated the sale of an additional 270,000 private placement warrants generating gross proceeds of $270,000.

As of March 1, 2022, a total of $69,690,000 of proceeds from the IPO (including the Over-Allotment Option) and the private placement consummated simultaneously with the closing of the IPO was placed in the Trust Account. ASCA incurred $4,918,415 in transaction costs, including $1,380,000 of cash underwriting fees, $2,415,000 of deferred underwriting fees, $551,967 of other offering costs, and $571,448 of fair value of 69,000 representative’s ordinary shares. The deferred underwriting fees remain constant and are not reduced based on redemptions. Because of this, the effective underwriting fee would be as follows based on the indicated redemption amount:

 

Effective
Underwriting
Fee

Assuming no redemptions

 

12.5%

Assuming 50% redemptions

 

25.0%

Assuming Maximum redemptions

 

100.0%

As of [•], 2023, ASCA had cash of $[•] outside of the Trust Account. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. At [•], 2023, there was $[•] held in the Trust Account (including $[•] of accrued interest which ASCA can withdraw to pay taxes).

On February 13, 2023, at a special general meeting of shareholders (the “Extension Meeting”), ASCA’s shareholders approved a proposal to amend and restate ASCA’s memorandum and articles of association (the “Charter Amendment”) to, among other things, allow ASCA to extend the date by which it has to complete a business combination up to eight (8) times for an additional one (1) month each time from February 17, 2023 to October 17, 2023. In connection with the shareholders’ vote at the Extension Meeting, 3,272,305 Class A ordinary shares were tendered for redemption. On February 14, 2023, following the shareholder approval, ASCA filed the Charter Amendment with the British Virgin Islands Registrar of Corporate Affairs.

On each of February 14, 2023, March 15, 2023, April 11, 2023, May 11, 2023, June 13, 2023, July 12, 2023, August 11, 2023 and September 12, 2023, ASCA made a deposit of $90,000 to the Trust Account, and the period of time the Company has to consummate an initial business combination was extended to October 17, 2023.

20

Table of Contents

On October 9, 2023, at a special general meeting of shareholders (the “Second Extension Meeting”), ASCA’s shareholders approved a proposal to amend and restate its memorandum and articles of association (the “Second Charter Amendment”) to, among other things, (i) allow ASCA to further extend the date by which it has to complete a business combination up to six (6) times for an additional one (1) month each time from October 17, 2023 to April 17, 2024, and (ii) remove the net tangible asset requirement in order to expand the methods that ASCA may employ so as not to become subject to the “penny stock” rules of the Securities and Exchange Commission. In connection with the shareholders’ vote at the Second Extension Meeting, 1,695,224 Class A ordinary shares were tendered for redemption. On October 9, 2023, following the shareholder approval, ASCA filed the Second Charter Amendment with the British Virgin Islands Registrar of Corporate Affairs.

On each of October 11, 2023, November 13, 2023 and December 13, 2023, ASCA made a deposit of $20,000 to the Trust Account, and the period of time the Company has to consummate an initial business combination was extended to January 17, 2024.

The amounts held in the Trust Account may only be used by ASCA upon the consummation of a business combination, except that there can be released to ASCA, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination or ASCA’s liquidation. ASCA executed the Merger Agreement on February 15, 2023 (as amended on June 12, 2023 and December 6, 2023), and it must liquidate unless a business combination is consummated by January 17, 2024 (unless further extended monthly up to April 17, 2024 as allowed under ASCA’s Existing Charter).

ASCA’s Units, Class A ordinary shares, warrants and rights are listed on The Nasdaq Capital Market under the symbol “ASCAU”, “ASCA”, “ASCAW” and “ASCAR”, respectively. The Units commenced trading on or about February 17, 2022, and the Class A ordinary shares, warrants and rights commenced separate trading on The Nasdaq Capital Market on or about March 17, 2022.

ASCA’s principal executive offices are located at Level 39, Marina Bay Financial Centre, Tower 2, 10 Marina Boulevard, Singapore 018983 and its telephone number is (+65) 6818 5796.

A SPAC I Mini Acquisition Corp.

A SPAC I Mini Acquisition Corp. (“PubCo” or “Purchaser”) was incorporated in British Virgin Islands on January 26, 2023 for the sole purpose of effecting the Reincorporation Merger. Following the consummation of the Reincorporation Merger, ASCA will have merged with and into PubCo, with PubCo as the surviving publicly traded entity.

A SPAC I Mini Sub Acquisition Corp.

A SPAC I Mini Sub Acquisition Corp. (“Merger Sub”) was incorporated in the Cayman Islands on January 30, 2023 and is a wholly-owned subsidiary of PubCo, formed for the sole purpose of effecting the Acquisition Merger. Following the consummation of the Acquisition Merger, Merger Sub will have merged with and into NewGenIvf, with NewGenIvf surviving the merger as a wholly-owned subsidiary of PubCo.

NewGenIvf Limited

NewGenIvf is an assisted reproductive services (“ARS”) provider in Asia Pacific. Since the establishment of its first clinic in Thailand in 2014, NewGenIvf offers mainly two services, namely: (i) in-vitro fertilization (“IVF”) treatment service, comprising traditional IVF and egg donation; and (ii) surrogacy and ancillary caring services.

NewGenIvf Limited was incorporated under the laws of Cayman Islands in 2019, and conducts its business through its subsidiaries and affiliates in Thailand, Cambodia, Kyrgyzstan and Hong Kong. NewGenIvf’s principal place of business is located at 36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110, Thailand and its phone number is +669-3236-2650. NewGenIvf’s registered office in the Cayman Islands is located at Harbour Place, 2nd Floor, 103 South Church Street, P.O. Box 472, George Town, Grand Cayman, Cayman Islands KY1-1106.

For more information on NewGenIvf, please see “Information about NewGenIvf” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NewGenIvf.”

21

Table of Contents

The Merger Agreement

On February 15, 2023, ASCA entered into the Merger Agreement (as amended on June 12, 2023 and December 6, 2023) with PubCo, Merger Sub, NewGenIvf and certain shareholders of NewGenIvf (the “Principal Shareholders”). Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the shareholders of ASCA, ASCA will reincorporate to the British Virgin Islands by merging with and into PubCo as a result of the Reincorporation Merger; and (ii) Merger Sub will merge with and into NewGenIvf resulting in NewGenIvf being a wholly-owned subsidiary of PubCo. The board of directors of ASCA (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of ASCA.

On June 12, 2023, the parties to the Merger Agreement entered into the First Amendment to Merger Agreement (the “First Amendment”), pursuant to which NewGenIvf agreed to provide non-interest bearing loans in an aggregate principal amount of up to $560,000 (the “Loan”) to ASCA to fund any amount that may be required in order to further extend the period of time available for ASCA to consummate a business combination and for ASCA’s working capital, payment of professional, administrative and operational fees and expenses, and other purposes as mutually agreed by ASCA and NewGenIvf. Such loans will only become repayable upon the closing of the Acquisition Merger. In addition, pursuant to the First Amendment, subject to receipt of at least $140,000 as part of the Loan from NewGenIvf, ASCA agreed to waive its termination rights and the right to receive any Break-up Fee due to NewGenIvf’s failure to deliver audited financial statements by no later than February 28, 2023.

On December 6, 2023, the parties to the Merger Agreement entered into the Second Amendment to Merger Agreement (the “Second Amendment”) that amended and modified the Merger Agreement to, among other things, (i) reduce the size of PubCo’s board of directors following the consummation of the Business Combination to five (5) directors, two (2) of whom will be executive directors designated by NewGenIvf and three (3) of whom will be designated by NewGenIvf to serve as independent directors in accordance with Nasdaq requirements, (ii) provide for the conversion of NewGenIvf shares issued by NewGenIvf following the original date of the Merger Agreement into PubCo Class A ordinary shares in connection with the Acquisition Merger, and (iii) remove the condition that ASCA shall have in excess of $5,000,000 in net tangible assets immediately after the consummation of the Business Combination.

General Description of the Acquisition Merger

Business Combination Consideration

Merger Sub will be merged with and into NewGenIvf, resulting in NewGenIvf being a wholly owned subsidiary of PubCo.

The aggregate consideration for the Business Combination is $50,000,000, payable in the form of 5,000,000 newly issued PubCo Class A ordinary shares valued at $10.00 per share to NewGenIvf’s shareholders, plus 800,000 additional PubCo Class A ordinary shares (the “Additional Closing Shares”) valued at $10.00 per share in exchange for the NewGenIvf shares issued by NewGenIvf following the original date of the Merger Agreement. The Additional Closing Shares were issued outside of the 5,000,000 merger consideration so that the original shareholders of NewGenIvf would not have the number of shares they received at closing of the Business Combination reduced. In addition, after the closing of the Business Combination, subject to the terms and conditions set forth in the Merger Agreement, the Principal Shareholders will have the right to receive in the aggregate up to an additional 2,000,000 PubCo Class A Ordinary Shares as follows: (i) in the event that, during the 18-month period after the closing date, the volume-weighted average price of PubCo Class A Ordinary Shares over any 20 trading days within any 30-trading day period is greater than or equal to $15.00, then the Principal Shareholders will be entitled to receive 1,000,000 earnout shares; and (ii) in the event that the net profit of PubCo and its subsidiaries on a consolidated basis for any four consecutive fiscal quarters, during the six fiscal quarters commencing from the first day of the next fiscal quarter after the closing, is equal to or exceeds $3,825,000, then the Principal Shareholders will be entitled to receive 1,000,000 earnout shares.

1,350,000 PubCo Ordinary Shares (representing 13.2% of the number of PubCo Ordinary Shares outstanding immediately after the Closing, assuming no redemptions) will be reserved and authorized for issuance under the Share Incentive Award upon closing. After the Closing, the number of PubCo Ordinary Shares reserved and authorized for issuance under the Share Incentive Award may be adjusted to reflect increase or decrease of the number of outstanding PubCo Ordinary Shares. At the closing of the Business Combination, each NewGenIvf ordinary shares then issued and outstanding shall be cancelled and automatically converted into the right to receive PubCo Class A ordinary shares pursuant to the terms of the Merger Agreement.

22

Table of Contents

Upon the closing of the Business Combination, PubCo board of directors will consist of five (5) directors, three (3) of whom will be designated by NewGenIvf to serve as independent directors in accordance with Nasdaq’s listing standards and shall be reasonably acceptable to the Sponsor. See “Directors and Executive Officers of the Combined Company after the Business Combination” for additional information.

After the consummation of the Business Combination, PubCo will be a “foreign private issuer” under the U.S. securities laws and the rules of Nasdaq. For more information about the foreign private issuer, please see “Directors and Executive Officers of the Combined Company after the Business Combination — Foreign Private Issuer Status.”

After the Business Combination, assuming there are no redemptions of shares and there is no exercise of warrants, ASCA’s current shareholders will own approximately 43.2% of the issued share capital of PubCo (such that public shareholders will own approximately 25.7% of the Combined Company), Chardan, ASCA’s Sponsor, current directors, officers and affiliates will own approximately 17.6% of the issued share capital of PubCo, and NewGenIvf shareholders will own approximately 56.8% of the issued share capital of PubCo.

Assuming the maximum redemption by public holders of 1,932,471 ASCA’s outstanding ordinary shares, after giving effect to the payments to redeeming shareholders, the public shareholders will own approximately 8.3% of the issued capital of PubCo, Chardan, ASCA’s Sponsor, current directors, officers and affiliates will own approximately 21.7% of the issued share capital of PubCo and NewGenIvf shareholders will own approximately 70.0% of the issued share capital of PubCo.

Assuming the Reincorporation Merger Proposal and the Acquisition Merger Proposal are approved, ASCA expects to close the Business Combination by [•], 2023.

Representations and Warranties

In the Merger Agreement, NewGen, together with its subsidiaries are referred to as the “Company Group”, and the Principal Shareholders, jointly and severally, make certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) relating to, among other things: (a) proper corporate existence and power of NewGen and its subsidiaries and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) no need for governmental authorization for the execution, delivery or performance of the Merger Agreement and additional agreements thereto; (d) absence of conflicts; (e) capital structure; (f) accuracy of charter documents and corporate records; (g) accuracy of the list of all assumed or “doing business as” names used by the Company Group; (h) accuracy of the list of each subsidiary of NewGen; (i) required consents and approvals; (j) financial information; (k) accuracy, completeness and authenticity of contracts, documents and other papers; (l) absence of certain changes or events; (m) title to assets and properties; (n) material litigations; (o) material contracts; (p) licenses and permits; (q) compliance with laws; (r) ownership of intellectual property; (s) customers and suppliers; (t) accounts receivable and payable and loans; (u) no pre-payments received except in the ordinary of course of business; (v) employment and labor matters; (w) withholding of obligations of the Company Group applicable to its employees; (x) real property; (y) taxes matters; (z) environmental matters; (aa) finders fees; (bb) powers of attorney and suretyships; (cc) directors and officers; (dd) no unlawful payment; (ee) compliance with anti-money laundering laws; (ff) that NewGen is not an investment company; and (gg) other customary representations and warranties.

ASCA, Purchaser and Merger Sub (collectively, the “Purchaser Parties”) make certain representations and warranties relating to, among other things: (a) proper corporate existence and power; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) no need for governmental authorization for the execution, delivery or performance of the Merger Agreement and additional agreements thereto; (d) finders fees; (e) absence of conflicts; (f) issuance of closing payment shares; (g) capital structure; (h) information supplied by the Purchaser Parties; (i) trust account; (j) Nasdaq Stock Market listing; (k) board approval; (l) SEC filing requirements and financial statements; (m) litigation; (n) compliance with laws; (o) that ASCA is not an investment company; and (p) tax matters.

Conduct Prior to Closing; Covenants Pending Closing

Each of the Company Group and the Purchaser Parties has agreed prior to the closing of the transaction contemplated by the Merger Agreement, to, and cause its subsidiaries to, (a) conduct its respective business in the ordinary course, consistent with past practices, (b) not enter into any material transactions without the prior written

23

Table of Contents

consent of the other party, (c) use its commercially reasonable efforts to preserve intact its respective assets, keep available the services of its respective current officers and key employees and maintain in all material respects the current relationships with its respective suppliers, customers and other third parties, and (d) comply with all Laws applicable to it and its Subsidiaries and their respective businesses, assets and employees in all material respects. Each of the Company Group and ASCA also agreed not to take certain specified actions without the prior written consent of the other party (which shall not be unreasonably withheld) prior to the closing of the transactions contemplated. Each of the Company Group and the Purchaser Parties also agreed not to, directly or indirectly, take any action intended or designed to facilitate an Alternative Transaction as described in the Merger Agreement.

The Merger Agreement also contains covenants providing for:

        The Company Group and Purchaser Parties providing access to their respective assets, offices, properties, facilities, personnel and books and records and providing information relating to their respective business to the other party, its legal counsel and other representatives;

        Each party promptly notifying the other party of certain events;

        SEC filings and cooperation in making certain filings with the SEC;

        NewGen delivering its audited financial statements by February 28, 2023;

        Disbursement of funds in the trust account; and

        Directors’ and officers’ indemnification and insurance.

Covenants

The Company Group makes covenants relating to, among other things: (a) reporting of taxes and compliance with laws; (b) obtaining third party consents; (c) delivery of annual and interim financial statements; (d) continued employment of certain employees; (e) cooperation in connection with financing agreements; (f) obtaining Company shareholder approval; and (g) an equity incentive plan.

Each party further makes covenants relating to, among other things: (a) using commercially reasonable efforts to consummate and implement the transactions contemplated by the Merger Agreement and additional agreements thereto; (b) tax matters; (c) settlement and reimbursement of expenses; (d) compliance with SPAC agreements; (e) that Purchaser shall prepare with the assistance and cooperation of the Company Group, and file with the SEC a registration statement and proxy statement; and (f) confidentiality.

Pursuant to the First Amendment to the Merger Agreement entered into on June 12, 2023, NewGenIvf agreed to provide non-interest bearing loans in an aggregate principal amount of up to $560,000 (the “Loan”) to ASCA to fund any amount that may be required in order to further extend the period of time available for ASCA to consummate a business combination and for ASCA’s working capital, payment of professional, administrative and operational fees and expenses, and other purposes as mutually agreed by ASCA and NewGenIvf. Such loans will only become repayable upon the closing of the Acquisition Merger. In addition, pursuant to the First Amendment, subject to receipt of at least $140,000 as part of the Loan from NewGenIvf, ASCA agreed to waive its termination rights and the right to receive any Break-up Fee due to NewGenIvf’s failure to deliver audited financial statements by no later than February 28, 2023.

Pursuant to the Second Amendment to the Merger Agreement entered into on December 6, 2023, the parties to the Merger Agreement agreed to amend and modify the Merger Agreement to, among other things, (i) reduce the size of PubCo’s board of directors following the consummation of the Business Combination to five (5) directors, two (2) of whom will be executive directors designated by NewGenIvf and three (3) of whom will be designated by NewGenIvf to serve as independent directors in accordance with Nasdaq requirements, (ii) provide for the conversion of NewGenIvf shares issued by NewGenIvf following the original date of the Merger Agreement into PubCo Class A ordinary shares in connection with the Acquisition Merger, and (iii) remove the condition that ASCA shall have in excess of $5,000,000 in net tangible assets immediately after the consummation of the Business Combination.

24

Table of Contents

Conditions to Closing

General Conditions

Consummation of the Merger Agreement and the transactions therein is conditioned on, among other things, (i) no provisions of any applicable law, and no order shall prohibit or prevent the consummation of the closing; (ii) there shall not be any action brought by a third party that is not an affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the closing; (iii) the Reincorporation Merger shall have been consummated and the applicable certificates filed in the appropriate jurisdictions; (iv) the SEC shall have declared the registration statement effective, and no stop order suspending the effectiveness of the registration statement or any part thereof shall have been issued; and (v) the Merger Agreement, each of the additional agreement as described in the Merger Agreement and the transactions contemplated hereby and thereby, shall have been duly authorized and approved respectively by the shareholders of NewGen and ASCA.

Purchaser Parties Conditions to Closing

The obligations of Purchaser Parties to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

        The Company Group and the Principal Shareholders complying with all of the obligations under the Merger Agreement in all material respects;

        The representations and warranties of the Company Group and the Principal Shareholders being true on and as of the date of the Merger Agreement and closing date of the transactions, other than as would not reasonably be expected to have a material adverse effect;

        There having been no material adverse effect to the Company Group;

        All Company Group Consents having been obtained;

        The Company’s key personnel having executed employment agreements; and

        The Purchaser Parties receiving legal opinions from counsels in Thailand, Cambodia and Kyrgyzstan;

NewGen’s Conditions to Closing

The obligations of NewGen to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

        Purchaser Parties complying with all of their obligations under the Merger Agreement in all material respects;

        The representations and warranties of Purchaser Parties being true on and as of the date of the Merger Agreement and closing date of the transactions, other than as would not reasonably be expected to have a material adverse effect;

        There having been no material adverse effect to Purchaser Parties;

        The Purchaser Parties in material compliance with the reporting requirements under the applicable Securities Act and Exchange Act;

        The Parent Shares Redemption (as defined in the Merger Agreement) shall have been completed in accordance with the terms hereof and the proxy statement;

        The directors designated by the Company shall have been appointed to the board of directors of Purchaser, effective as of the effective time of the Acquisition Merger; and

        ASCA remaining listed on Nasdaq and the additional listing application for the Closing Payment Shares (as defined in the Merger Agreement) having been approved for listing by Nasdaq.

25

Table of Contents

Termination

The Merger Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to ASCA shareholders, by, subject to the provisions in the First Amendment:

        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 Company and the Purchaser Parties any time prior to the closing date upon mutual agreement;

        the Purchaser Parties, if the Company and the Principal Shareholders have materially breached or failed to perform or comply with any representation, warranty, agreement or covenant contained in the Merger Agreement and such breach or failure to perform or comply has not been cured within (x) ten (10) business days following the date that the Company is notified in writing of such breach or failure to perform or comply or (y) a different date as mutually agreed by the Purchaser Parties and the Company; or

        the Company, if the Purchaser Parties have materially breached or failed to perform or comply with any representation, warranty, agreement or covenant contained in the Merger Agreement and such breach or failure has not been cured within (x) ten (10) business days following the date that the Purchaser Parties are notified in writing of such breach or failure to perform or comply or (y) a different date as mutually agreed by the Purchaser Parties and the Company.

In the event that the Merger Agreement is terminated by the Purchaser Parties due to (i) the failure of the Company to deliver its audited financial statement by February 28, 2023 or (ii) any breach or failure by the Company or the Principal Shareholders which initially occurs on or prior to the date that is five (5) months after the initial filing of the preliminary Proxy Statement/Registration Statement with the SEC (the “Milestone Date”), the Company and the Principal Shareholders shall, on a joint and several basis, pay a break-up fee of $2,000,000 to ASCA and/or the Sponsor (the “Break-up Fee”). Pursuant to the First Amendment, subject to receipt of at least $140,000 as part of the loan from NewGenIvf, ASCA agreed to waive its termination rights and the right to receive any Break-up Fee due to NewGenIvf’s failure to deliver audited financial statements by February 28, 2023.

In the event that the Merger Agreement is terminated by the Purchaser Parties due to any breach or failure by the Company or the Principal Shareholders which initially occurs after the Milestone Date, the Company and the Principal Shareholders shall, on a joint and several basis, pay a break-up fee of $1,000,000 to ASCA and/or the Sponsor.

Certain Related Agreements

Voting and Support Agreement

Concurrently with the execution of the Merger Agreement, ASCA, Purchaser, the Company and certain shareholders of the Company (the “Supporting Shareholders”) entered into a voting and support agreement (the “Support Agreement”) pursuant to which such Supporting Shareholders have agreed, among other things, to vote in favor of the Acquisition Merger, the adoption of the Merger Agreement and any other matters necessary or reasonably requested by ASCA, Purchaser or the Company for consummation of the Acquisition Merger and the other transactions contemplated by the Merger Agreement.

In addition, the Supporting Shareholders have agreed not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer the shares of the Company owned of record and beneficially by such Supporting Shareholders or over which such Supporting Shareholders have voting power, prior to the earlier to occur of (a) the closing of the Acquisition Merger, (b) the termination of the Merger Agreement, and (c) written agreement of the applicable Supporting Agreement and ASCA and Purchaser.

Additional Agreements to be Executed at Closing

The Merger Agreement provides that, upon consummation of the transactions, the parties will enter into the following additional agreements.

26

Table of Contents

Amended and Restated Registration Rights Agreement

In connection with the closing of the Business Combination, Purchaser will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”) with certain shareholders of ASCA and NewGen with respect to the shares of Purchaser issued or issuable in connection with the Business Combination, which will become effective upon the consummation of the Business Combination.

Lock-up Agreement and Arrangements

In connection with the closing of the Business Combination, certain shareholders of NewGen will enter into a lock-up agreement (the “Lock-Up Agreement”) with Purchaser, pursuant to which such shareholders will agree, subject to certain customary exceptions, not to transfer, offer, sell, contract to sell, pledge or otherwise dispose of (i) any PubCo Ordinary Shares, any PubCo Ordinary Shares received or issuable upon settlement of restricted share units or the exercise of options or warrants to purchase any PubCo Ordinary Shares, or any securities convertible into or exercisable or exchangeable for any PubCo Ordinary Shares, in each case, held by, or beneficially owned by, such shareholders immediately after the Closing, for a period of one (1) year after the closing date and (ii) any Earnout Shares to the extent issued pursuant to the Merger Agreement, for a period of one (1) year after the issuance of such Earnout Shares.

Twenty percent (20%) of the lock-up shares are subject to early release from lock-up if after the date that is six (6) months after the closing date (in the case of the lock-up shares other than the Earnout Shares) or the date of the issuance (in the case of the Earnout Shares), the VWAP of the PubCo Class A Ordinary Shares over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to $15.00 (as adjusted for share splits, share capitalization, subdivisions, reorganization, recapitalization and other similar arrangements).

Management

Effective as of the closing of the Business Combination, the Combined Company’s Board of Directors will have at least five (5) directors, three (3) of whom will be designated by the Company to serve as independent directors in accordance with Nasdaq’s listing standards. Effective as of the closing of the Business Combination, all of the executive officers of ASCA immediately prior to the closing of the Business Combination shall resign and the individuals serving as executive officers of the Combined Company immediately after the closing of the Business Combination will be the same individuals (in the same offices) as those of NewGen immediately prior to the closing of the Business Combination. See “Directors and Executive Officers of the Combined Company after the Business Combination” for additional information.

Voting Securities

As of the Record Date, there were [•] ASCA Class A ordinary shares and 1 ASCA Class B ordinary share issued and outstanding. Only ASCA shareholders who hold ASCA Class A ordinary shares or ASCA Class B ordinary shares of record as of the close of business on [•], 2023 are entitled to vote at the Meeting or any adjournment or postponement thereof. Approval of the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposal, the Share Incentive Plan Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding ASCA ordinary shares, present in person, by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting or any adjournment or postponement thereof.

Attending the Meeting either in person, by virtual attendance or by submitting your proxy and abstaining from voting will have no effect on the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the Proposals.

As of [•], 2023, a total of 1,794,000 Class A ordinary shares and 1 ASCA Class B ordinary share, or approximately 46.3% of the outstanding ASCA ordinary shares, were subject to the Letter Agreement pursuant to which holders have agreed to vote their ordinary shares in favor of the Business Combination. As a result, only 69,236 Class A ordinary shares held by the public shareholders will need to be present in person, by virtual attendance or by proxy to satisfy the quorum requirement for the meeting. In addition, as the vote to approve each of the Reincorporation Merger Proposal and the Acquisition Merger Proposal is a majority of the votes cast at a meeting at which a quorum is present, assuming only the minimum number of Class A ordinary shares to constitute a quorum is present, no Class A ordinary shares held by the public shareholders will be required to vote in favor of the Reincorporation Merger Proposal or the Acquisition Merger Proposal for it to be approved.

27

Table of Contents

Appraisal Rights

ASCA shareholders have appraisal rights in connection with the Reincorporation Merger but do not have appraisal rights in connection with the Acquisition Merger. There are no appraisal rights with respect to ASCA Warrants and Rights. See “The Meeting — Appraisal Rights” for more information.

Redemption Rights

Pursuant to ASCA’s Existing Charter, holders of public ASCA Class A ordinary shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public ASCA Class A ordinary shares. As of [•], 2023, this would have amounted to approximately $[•] per share.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     hold public shares; and

(ii)    prior to 5:00 p.m., Eastern Time, on [•], 2023, (a) submit a written request to Continental that ASCA redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through DTC.

If a holder of ASCA Class A ordinary shares exercises his, her or its redemption rights, then such holder will be exchanging his, her or its public shares for cash and will no longer own shares of the Combined Company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Continental in accordance with the procedures described therein. Please see “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Ownership of the Post-Business Combination Company After the Closing

It is anticipated that, upon the closing of the Business Combination, under the “no redemptions” scenario, ASCA’s public shareholders would retain an ownership interest of approximately 25.7% in the Combined Company. The following chart illustrates the ownership structure of PubCo immediately following the Business Combination. The equity interests shown in the diagram below were calculated based on the assumptions that (i) no ASCA’s public shareholders exercises its redemption, (ii) none of the parties in the chart below purchase PubCo Ordinary Shares in the open market, and (iii) there are no other issuances of equity by ASCA prior to or in connection with the consummation of the Business Combination. The ownership percentages set forth below do not take into account (a) the issuance of any additional shares under the Share Incentive Award and (b) the exercise of any PubCo Warrants.

28

Table of Contents

Auditor’s Regulation

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for two consecutive years, the issuer’s securities are prohibited to trade on a national securities exchange or in the over the counter trading market in the U.S. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of consecutive “non-inspection years” from three years to two. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was signed into law.

On December 16, 2021, PCAOB announced the PCAOB Holding Foreign Companies Accountable Act determinations (the “2021 PCAOB Determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong. The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause existing and potential investors in our stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

NewGenIvf’s auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this proxy statement/prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess NewGenIvf auditor’s compliance with the applicable professional standards. Our auditor is headquartered in San Mateo, California, and is subject to inspection by the PCAOB on a regular basis with the last inspection in December 2021. As of the date of this proxy statement/prospectus, our auditor is not among the firms listed on the PCAOB Determinations issued in December 2021.

On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the CSRC and the Ministry of Finance of the People’s Republic of China (“COF”). The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.

The PCAOB reassessed the 2021 PCAOB Determinations that the positions taken by PRC authorities prevented the PCAOB from inspecting and investigating in mainland China and Hong Kong completely. The PCAOB sent its inspectors to conduct on-site inspections and investigations of firms headquartered in mainland China and Hong Kong over a nine-week period from September to November 2022.

On December 15, 2022, the PCAOB announced in the 2022 Determination its determination that the PCAOB was able to secure complete access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong, and the PCAOB Board voted to vacate previous determinations to the contrary. Should the PCAOB again encounter impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, including by the CSRC or the MOF, the PCAOB will make determinations under the HFCAA as and when appropriate. We cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to the audit of our financial statements. There is a risk that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction or any other reasons, and that the PCAOB may re-evaluate its determinations as a result of any obstruction with the implementation of the Protocol. Such lack of inspection or re-evaluation could cause trading in our securities to be prohibited under the HFCAA, ultimately resulting in a determination by a securities exchange to

29

Table of Contents

delist our securities. In addition, under the HFCAA, as amended by the AHFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for two consecutive years, and this ultimately could result in our ordinary shares being delisted by and exchange.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Board in favor of adoption of the Business Combination and the related Proposals, you should keep in mind that the Sponsor (which is affiliated with certain of ASCA’s officers and directors) and ASCA’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder generally, including but not limited to the following:

        The Sponsor and its affiliates will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. The Sponsor and its affiliates will retain 1,725,000 ordinary shares upon consummation of the Business Combination, representing ownership interest of approximately 20.8% in the combined company, which represents a transaction value of approximately $12,064,000, assuming a pre-transaction value of NewGenIvf of $50 million plus the Additional Closing Shares valued at $8 million and assuming maximum redemption by our public shareholders and no exercise of our warrants. Such ordinary shares had an aggregate market value of approximately $[•] million, based on the closing price of the ASCA Class A ordinary shares of $[•] per share on Nasdaq on [•], 2023.

        If an initial business combination with NewGenIvf or another business combination is not completed by January 17, 2024 (unless further extended monthly up to April 17, 2024 as allowed under ASCA’s Existing Charter), ASCA will be required to liquidate. In such event, 1,725,000 ASCA Class A ordinary shares and 1 ASCA Class B ordinary share held by the Sponsor, which were acquired by the Sponsor prior to the IPO for an aggregate purchase price of approximately $0.01 per share, or $25,000 in the aggregate, will be worthless because the Sponsor is not entitled to participate in any redemption or distribution from the Trust Account with respect to such securities. The Class B ordinary share will automatically be cancelled at the consummation of the Business Combination. The ASCA Class A ordinary shares had an aggregate market value of approximately $[•] million, based on the closing price of the ASCA Class A ordinary shares of $[•] per share on Nasdaq on [•], 2023. The Sponsor and ASCA’s officers and directors waived their redemption rights and liquidation rights in connection with the purchase of the founder shares and no other consideration was paid for such agreement.

        If an initial business combination with NewGenIvf or another business combination is not completed by January 17, 2024 (unless further extended monthly up to April 17, 2024 as allowed under ASCA’s Existing Charter), ASCA will be required to liquidate. In such event, 3,145,000 private placement warrants purchased by the Sponsor for a purchase price of $1.00 per warrant, or $3,145,000 in the aggregate, in a private placement simultaneously with the closing of the IPO, will be worthless. At the consummation of the Business Combination, such warrants would have an aggregate market value of approximately $[•] million, based on the closing price of $[•] per warrant on Nasdaq on [•], 2023.

        The exercise of ASCA’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interests.

        The Sponsor may make loans from time to time to ASCA to fund certain capital requirements. On January 27, 2023 and March 13, 2023, ASCA issued to the Sponsor two unsecured promissory notes in the aggregate amount up to $500,000 per note. On June 12, 2023, ASCA issued to the Sponsor an unsecured promissory note in the aggregate amount up to $200,000. As of the date of this proxy statement/prospectus, $[•] in the aggregate were outstanding under these promissory notes. The principal amounts outstanding under these promissory notes will be payable promptly on demand and, in any event, no later than the date on which ASCA terminates or consummates an initial business combination. If the Business Combination is not consummated, these loans will be repaid only from funds available to ASCA outside of the Trust Account.

        If ASCA is unable to complete an initial business combination within the required time period, the Sponsor may be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by ASCA for services rendered or contracted for ASCA. If ASCA consummates an initial business combination, on the other hand, the combined company will be liable for all such claims.

30

Table of Contents

        The Sponsor and ASCA’s officers and directors and their affiliates are entitled to reimbursement of reasonable out-of-pocket expenses incurred by them in connection with certain activities on ASCA’s behalf, such as identifying and investigating possible business targets and business combinations. However, if the proposed Business Combination is not completed by January 17, 2024 (unless further extended monthly up to April 17, 2024 as allowed under ASCA’s Existing Charter), they will not have any claim against the Trust Account for reimbursement. Accordingly, ASCA may not be able to reimburse these expenses, and the Sponsor and ASCA’s officers and directors and their affiliates will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceeded the amount of its working capital if the Business Combination or another business combination is not completed within the allotted time period. As of the date of this proxy statement/prospectus, the Sponsor and ASCA’s officers and directors and their affiliates have not had any unpaid reimbursable expenses.

        The Merger Agreement provides for the continued indemnification of ASCA’s current directors and officers and the continuation of directors and officers liability insurance after the Business Combination covering ASCA’s current directors and officers.

        The Sponsor and its affiliates can earn a positive rate of return on their investment, even if other ASCA shareholders experience a negative rate of return in the combined company following the Business Combination. For example, if the share price of the Class A ordinary shares declined to $5.00 per share after the close of the business combination, ASCA’s public shareholders who purchased shares in the IPO, would have a loss of $5.00 per share, while ASCA’s Sponsor would have a gain of $[•] per share because it acquired the founder shares for a nominal amount.

        NewGenIvf was introduced to the CEO of ASCA by the management team of Seazen Resources Capital Group Limited (“Seazen”), an indirect shareholder of both the Sponsor and NewGenIvf. Given its status as an indirect shareholder of both the Sponsor and NewGenIvf, Seazen may derive greater advantages from a business combination with NewGenIvf than with another potential target.

The foregoing personal and financial interests of the Sponsor as well as ASCA’s directors and executive officers may have influenced their motivation in identifying and selecting NewGenIvf as a business combination target, completing an initial business combination with NewGenIvf and influencing the operation of the business following the Business Combination. Moreover, the foregoing interests present a risk that the Sponsor will benefit from the completion of a business combination, including in a manner that may not be aligned with public shareholders. As such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. In considering the recommendations of the ASCA Board to vote for the proposals, its shareholders should consider these interests.

ASCA’s amended and restated memorandum and articles of association excludes the corporate opportunity doctrine, and any other analogous doctrine, from applying to any director and officer of ASCA unless such corporate opportunity is expressly offered to such director or officer solely in his or her capacity as a director or officer of ASCA and such opportunity is one ASCA is permitted to complete on a reasonable basis. However, our directors were requested to disclose their interest in relations to the matters being put forth to the board of directors, if any. Each of ASCA’s directors considered the potential conflicts of interest arising from their personal circumstances, existing fiduciary obligations, and other factors. No director of ASCA disclosed any pre-existing relationship with NewGenIvf. Furthermore, it was acknowledged that the opportunity with NewGenIvf was exclusively presented to ASCA, leading the board to evaluate it solely for ASCA’s and its shareholders’ benefit and not for any other entities with which any of ASCA’s directors may be associated. ASCA believes that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in its amended and restated memorandum and articles of association did not impact its search for an acquisition target and that ASCA was not prevented from reviewing any opportunities as a result of such waiver. For example, certain members of ASCA’s management team and board of directors are on the management team of A SPAC II Acquisition Corp., a special purpose acquisition company that is currently in the process of searching for an acquisition target. Because of the pre-existing duty to ASCA, which took priority over the duties owed to A SPAC II Acquisition Corp., there were no related interests or conflicting duties with respect to ASCA’s search for an acquisition target. The ASCA Board was also informed and made aware that NewGenIvf was introduced to ASCA by Seazen, that Seazen attended certain meetings where the potential transaction was discussed, and that Seazen is an indirect shareholder of both the Sponsor and NewGenIvf. The ASCA Board considered this fact among other matters, during its evaluation and approval of the Merger Agreement, including that (i) ASCA obtained a fairness opinion, (ii) Seazen’s status as an indirect shareholder of both the Sponsor and NewGenIvf would be disclosed to the shareholders in this proxy statement/prospectus, and (iii) shareholders

31

Table of Contents

could take these facts into consideration when deciding whether to vote in favor of the Business Combination. The ASCA Board determined that the overall benefits to ASCA and its shareholders through the Business Combination outweighed the potential risks arising from these conflicting interests.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, ASCA will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of NewGenIvf expecting to have a majority of the voting power of the post-combination company, NewGenIvf senior management comprising all of the senior management of the post-combination company, the relative size of NewGenIvf compared to ASCA, and NewGenIvf operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of NewGenIvf issuing share for the net assets of ASCA, accompanied by a recapitalization. The net assets of ASCA will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of NewGenIvf.

Recommendations of the Board and Reasons for the Business Combination

After careful consideration of the terms and conditions of the Merger Agreement, the Board has determined that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, ASCA and its shareholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board reviewed various industry and financial data and the evaluation of materials provided by NewGenIvf. The Board obtained a fairness opinion from IJW & Co., Ltd (“IJW”), on which to base its assessment (see Annex D). The Board recommends that ASCA shareholders vote:

        FOR the Reincorporation Merger Proposal;

        FOR the Acquisition Merger Proposal;

        FOR the Nasdaq Proposal;

        FOR the Share Incentive Plan Proposal; and

        FOR the Adjournment Proposal.

Summary Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 45 of this proxy statement/prospectus. Some of these risks related to are summarized below. References in the summary below to “NewGenIvf” generally refer to NewGenIvf in the present tense or to the Combined Company from and after the Business Combination.

The following summarizes certain principal factors that make an investment in the Combined Company speculative or risky, all of which are more fully described in the “Risk Factors” section below. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing ASCA’s, NewGenIvf’s and/or the Combined Company’s business.

Risks Related to NewGenIvf’s Business and Industry

        The fertility market in which NewGenIvf participates is competitive, and if NewGenIvf does not continue to compete effectively, its results of operations could be harmed.

        NewGenIvf has a limited operating history with its current platform of solutions, which makes it difficult to predict its future prospects, financial performance and results of operations.

        NewGenIvf’s marketing efforts depend significantly on its ability to receive positive references from its existing clients.

        If NewGenIvf is unable to attract new clients, its business, financial condition and results of operations would be adversely affected.

32

Table of Contents

        NewGenIvf’s business depends on its ability to maintain its existing client demographics. Any failure to do so would harm its business, financial condition and results of operations.

        A significant reduction in the utilization of NewGenIvf’s solutions could have an adverse effect on its business, financial condition and results of operations.

        If NewGenIvf fails to offer high-quality support, its reputation could suffer.

        Failure to effectively develop and expand its marketing and sales capabilities could harm its ability to increase its client base and achieve broader market acceptance of solutions NewGenIvf provides.

        NewGenIvf may experience net losses and may not sustain profitability in the future.

        NewGenIvf’s future revenue may not grow at the rates it historically has, or at all.

        NewGenIvf’s quarterly and annual results may fluctuate significantly and may not fully reflect the underlying performance of NewGenIvf’s business.

        If the estimates and assumptions NewGenIvf uses to determine the size of the target markets for its services are inaccurate, its future growth rate may be impacted and its business would be harmed.

        NewGenIvf may not be able to successfully manage its growth, and if NewGenIvf is not able to grow efficiently, its business, financial condition and results of operations could be harmed.

        If NewGenIvf’s new solutions and services are not adopted by its clients, or if it fails to innovate and develop new offerings that are adopted by its clients, its revenue and results of operations may be adversely affected.

        If NewGenIvf fails to adapt and respond effectively to the changing medical landscape, changing regulations, changing client needs, requirements or preferences, its offerings may become less competitive.

        If NewGenIvf fails to maintain and enhance its brand, its ability to expand its client base will be impaired and its business, financial condition and results of operations may suffer.

        If NewGenIvf fails to retain and motivate members of its management team or other key employees, or fails to attract additional qualified personnel to support its operations, its business and future growth prospects could be harmed.

        To successfully market and sell its services and products in Asia-Pacific markets, NewGenIvf must address many international business risks with which NewGenIvf has limited experience.

        Ethical, legal and social concerns related to the use of assisted reproductive technology could reduce demand for the fertility services provided by the medical facilities in NewGenIvf’s network, and thus may adversely affect the business, financial conditions and results of operations of the medical facilities in its network.

        NewGenIvf is reliant on revenue from international clients.

        Fluctuations in exchange rates could have a material and adverse effect on NewGenIvf’s results of operations and the value of your investment.

        Governmental control of currency conversion may limit NewGenIvf’s ability to utilize NewGenIvf’s net revenue effectively and affect the value of your investment.

        Substantially all of NewGenIvf’s assets and operations are located in Thailand, Cambodia and Kyrgyzstan and they are subject to economic, legal and regulatory uncertainties in such countries.

        Failure to comply with the terms of future financing arrangements could result in default, which could have an adverse effect on NewGenIvf’s cash flow and liquidity.

33

Table of Contents

        NewGenIvf requires a significant amount of capital to fund its operations and growth. If NewGenIvf cannot obtain sufficient capital on acceptable terms, its business, financial condition, and prospects may be materially and adversely affected.

        The defects in certain leased property interests and failure to register certain lease agreements may materially and adversely affect NewGenIvf’s business, financial condition, results of operations, and prospects.

        NewGenIvf has limited insurance coverage for its operations.

        NewGenIvf may not be successful in adapting to technological developments, which may affect its business and results of operations.

        If its computer systems, or those of its providers, specialty pharmacies or other downstream vendors lag, fail or suffer security breaches, NewGenIvf may incur a material disruption of its services, which could materially impact its business and the results of operations.

Risks Related to NewGenIvf’s Relationships with Third Parties

        NewGenIvf’s business depends on its ability to maintain its network of high-quality fertility specialists and other healthcare providers. If NewGenIvf is unable to do so, its future growth would be limited and its business, financial condition and results of operations would be harmed.

        The medical facilities and professionals in NewGenIvf’s network could become the subject of litigation, allegations and other claims, and NewGenIvf may not be adequately insured against these liabilities.

        The assisted reproductive medical facilities in NewGenIvf’s network have limited control over the quality of the pharmaceuticals, medical equipment, medical consumables and other supplies used in its operations, and cannot guarantee that the products in use are not defective or counterfeit. NewGenIvf also has no control over independent sub-contractors and cannot guarantee the services thereof.

        If NewGenIvf loses its relationship with one or more key pharmaceutical manufacturers, its business and results of operations could be adversely affected.

        NewGenIvf has engaged in transactions with related parties, and such transactions present potential conflicts of interest that could have an adverse effect on its business and results of operations.

        NewGenIvf may be subject to claims and allegations relating to intellectual property and other causes.

        Certain data and information in this proxy statement/prospectus relied on NewGenIvf were obtained from third-party data and polls. These metrics were not independently verified by NewGenIvf and may not be accurate.

Risks Related to Government Regulation

        NewGenIvf operates in a highly regulated industry and must comply with a significant number of complex and evolving requirements. Any lack of requisite approvals, licenses, or permits applicable to NewGenIvf’s business may have a material and adverse impact on NewGenIvf’s business, financial condition, and results of operations.

        Legal or regulatory restriction, government regulation, industry standards and other requirements create risks and challenges with respect to NewGenIvf’s compliance efforts and its business strategies and could adversely impact NewGenIvf’s business and limited the growth of NewGenIvf’s operations.

        Any litigation against it could be costly and time-consuming to defend and could harm NewGenIvf’s business, financial condition and results of operations.

        Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt NewGenIvf’s business, dilute stockholder value, and adversely affect its business, financial condition and results of operations.

        Changes in NewGenIvf’s effective tax rate or tax liability may have an adverse effect on its results of operations.

34

Table of Contents

        NewGenIvf has restated its consolidated financial statements and if it fails to accurately report its financial results, current and potential stockholders may lose confidence in its financial reporting.

        NewGenIvf’s reported financial results may be adversely affected by changes in accounting principles generally accepted in relevant jurisdictions.

        If NewGenIvf’s estimates or judgments relating to its critical accounting policies prove to be incorrect, its results of operations could be adversely affected.

        NewGenIvf is subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject it to criminal or civil liability and harm its business, financial condition and results of operations.

Risks Related to ASCA’s Business and the Business Combination

        If ASCA is deemed to be an investment company for purposes of the Investment Company Act, ASCA would be required to institute burdensome compliance requirements and its activities would be severely restricted and, as a result, ASCA would likely abandon its efforts to consummate an initial business combination and liquidate and dissolve.

        To mitigate the risk that ASCA might be deemed to be an investment company, ASCA may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash, resulting in ASCA receiving minimal interest and reducing the dollar amount the public shareholders would receive upon any redemption or liquidation of ASCA.

        ASCA’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about ASCA’s ability to continue as a “going concern.”

        You must tender your ASCA Class A ordinary shares in order to validly seek redemption at the Meeting.

        If third parties bring claims against ASCA, the proceeds held in trust could be reduced and the per-share liquidation price received by ASCA’s shareholders may be less than $10.10.

        Any distributions received by ASCA shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, the value of ASCA’s assets did not exceed its liabilities or ASCA was unable to pay its debts as and when they fell due.

        ASCA will be forced to liquidate the Trust Account if it cannot consummate a business combination by January 17, 2024 (unless further extended monthly up to April 17, 2024 as allowed under ASCA’s Existing Charter). In the event of a liquidation, ASCA’s public shareholders will receive approximately $[•] per share.

        If ASCA fails to meet the initial listing requirements of Nasdaq and the parties elect to consummate the Business Combination, PubCo could be required to comply with the penny stock rules which could affect the market for the PubCo securities and our ability to raise capital following the Business Combination.

        ASCA and NewGenIvf have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by PubCo if the Business Combination is completed or by ASCA if the Business Combination is not completed.

        ASCA’s shareholders will experience immediate dilution as a consequence of, among other transactions, the issuance of PubCo Class A ordinary shares as consideration in the Business Combination. Having a minority share position may reduce the influence that ASCA’s current shareholders have on the management of PubCo.

        NewGenIvf may not be able to meet its original projections for 2023 and/or 2024.

        NewGenIvf’s operating and financial results forecast and certain estimates of market opportunity included in this proxy statement/prospectus rely in large upon assumptions and analyses. If these assumptions or analyses prove to be incorrect, NewGenIvf’s actual operating and financial results may be materially different from its forecasted results.

35

Table of Contents

Risks Related to PubCo’s Securities Following the Business Combination and PubCo Operating as a Public Company

        You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in the British Virgin Islands, the Cayman Islands, Thailand, Cambodia, Hong Kong and/or Kyrgyzstan against PubCo, NewGenIvf, its subsidiaries or its management named in this proxy statement/prospectus based on foreign laws after the Business Combination.

        PubCo may not qualify as, or continue to satisfy the requirement for, a foreign private issuer, which may require PubCo to fully comply with more stringent reporting requirements of the Exchange Act for domestic issuers.

        PubCo is incorporated under British Virgin Islands law, and investors may face difficulties protecting its rights in the U.S. and under U.S. Law.

        There are, and continue to be, uncertainties involving the PubCo’s status under U.S. tax law which may adversely affect PubCo’s financial operation.

Risks Related to the Potential Impact of PRC Laws and Regulations on NewGenIvf’s Subsidiaries’ Business

        Although none of NewGenIvf or NewGenIvf’s subsidiaries are based in mainland China and none have operations in mainland China, there remain regulatory and legal uncertainty with respect to the implementation of laws and regulations of mainland China to Hong Kong. The PRC government may intervene or influence NewGenIvf’s current and future operations in Hong Kong at any time, and may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in NewGenIvf’s operations and/or the value of the PubCo Ordinary Shares. Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder NewGenIvf’s and PubCo’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factor — Although none of NewGenIvf or NewGenIvf’s subsidiaries are based in mainland China and none have operations in mainland China, the PRC government may intervene or influence NewGenIvf’s current and future operations in Hong Kong at any time, and may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in NewGenIvf’s operations and/or the value of the PubCo Ordinary Shares. Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder NewGenIvf’s and PubCo’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

        NewGenIvf currently has no operations in mainland China. However, as the majority of the clients of NewGenIvf’s fertility services are nationals of mainland China or residents in mainland China and NewGenIvf has an office in Hong Kong, a special administrative region of China, if certain existing or future PRC laws become applicable to NewGenIvf’s subsidiaries, it may have a material adverse impact on NewGenIvf’s subsidiaries’ business, financial condition and results of operations and/or NewGenIvf’s ability to offer or continue to offer securities to investors, any of which may cause the value of such securities to significantly decline or be worthless. See “Risk Factor — NewGenIvf’s subsidiaries’ business, NewGenIvf’s financial condition and results of operations, and/or the value of PubCo Ordinary Shares or NewGenIvf’s and PubCo’s ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future PRC laws and regulations which may become applicable to NewGenIvf’s subsidiaries.”

        As of the date of this proxy statement/prospectus, the PRC government has not exerted direct influence and discretion over the manner in which NewGenIvf’s subsidiaries conduct their business activities outside of mainland China. However, there is no guarantee that NewGenIvf will not be subject to such direct influence or discretion in the future due to changes in laws or other unforeseeable reasons. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign

36

Table of Contents

investments in Hong Kong-based issuers could significantly limit or completely hinder NewGenIvf’s operations, NewGenIvf’s and PubCo’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factor — The PRC government may exert substantial influence and discretion over mainland China residents and the manner in which companies incorporated under the PRC laws must conduct their business activities. Mainland China residents may purchase NewGenIvf’s services and NewGenIvf has Hong Kong-based subsidiaries with no operations in mainland China. If NewGenIvf were to become subject to such direct influence or discretion, it may result in a material change in NewGenIvf’s subsidiaries’ operations and/or the value of PubCo Ordinary Shares, which would materially affect the interest of the investors.”

        As a company conducting business in Hong Kong, a special administrative region of China, NewGenIvf may be affected directly or indirectly by PRC laws and regulations. Uncertainties arising from the legal system in mainland China, including uncertainties regarding the interpretation and enforcement of PRC laws and the possibility that regulations and rules can change quickly with little advance notice, could significantly limit or completely hinder NewGenIvf’s and PubCo’s ability to offer or continue to offer securities to investors, cause the value of such securities to significantly decline or become worthless and result in a material adverse change to NewGenIvf’s subsidiaries’ business operations. If NewGenIvf and/or NewGenIvf’s subsidiaries were to be required to comply with cybersecurity, data privacy, data protection, or any other PRC laws and regulations related to data and NewGenIvf and/or NewGenIvf’s subsidiaries cannot comply with such PRC laws and regulations, NewGenIvf’s subsidiaries’ business, financial condition, and results of operations may be materially and adversely affected. See “Risk Factor — Uncertainties arising from the legal system in mainland China, including uncertainties regarding the interpretation and enforcement of PRC laws and the possibility that regulations and rules can change quickly with little advance notice, could significant limit or completely hinder NewGenIvf’s and PubCo’s ability to offer or continue to offer securities, result in a material adverse change to NewGenIvf’s subsidiaries’ business operations, and damage NewGenIvf’s reputation, which would materially and adversely affect NewGenIvf’s financial condition and results of operations and cause PubCo Ordinary Shares to significantly decline in value or become worthless.”

        Regulatory requirements on cybersecurity and data security in the mainland China are constantly evolving and can be subject to varying interpretations or significant changes, which may result in uncertainties about the scope of NewGenIvf’s responsibilities in that regard, and there can be no assurance that the relevant PRC governmental authorities, including the CAC, would reach the same conclusion as NewGenIvf. NewGenIvf will closely monitor and assess the implementation and enforcement of the Cybersecurity Review Measures. If the Cybersecurity Review Measures mandates clearance of cybersecurity and/or data security regulators and other specific actions to be completed by companies like NewGenIvf, NewGenIvf may face uncertainties as to whether NewGenIvf can meet such requirements timely, or at all. In addition, NewGenIvf believes that it is not subject to the Trial Measures, because NewGenIvf operates outside of mainland China without any subsidiary or VIE structure in mainland China, and NewGenIvf does not have any business operations or maintain any office or personnel in mainland China. However, there is no guarantee that NewGenIvf will not be subject to the Trial Measures in the future due to changes in laws. If NewGenIvf and/or NewGenIvf’s subsidiaries were to be required to obtain any permission or approval from or complete any filing procedure with the CSRC, the CAC, or other PRC governmental authorities in connection with this offering under PRC laws, NewGenIvf and/or NewGenIvf’s subsidiaries may be fined or subject to other sanctions, and NewGenIvf’s subsidiaries’ business and NewGenIvf’s reputation, financial condition, and results of operations may be materially and adversely affected. See “Risk Factor — If NewGenIvf and/or NewGenIvf’s subsidiaries were to be required to obtain any permission or approval from or complete any filing procedure with the CSRC, the CAC, or other PRC governmental authorities in connection with this offering under PRC laws, NewGenIvf and/or NewGenIvf’s subsidiaries may be fined or subject to other sanctions, and NewGenIvf’s subsidiaries’ business and NewGenIvf’s reputation, financial condition, and results of operations may be materially and adversely affected.”

        NewGenIvf may be subject to a variety of cybersecurity, data privacy, data protection, and other laws and regulations related to data, including those relating to the collection, use, sharing, retention, security, disclosure, and transfer of confidential and private information, such as personal information and other data in some jurisdictions, including mainland China and Hong Kong. These laws and regulations may

37

Table of Contents

restrict NewGenIvf’s business activities and require NewGenIvf to incur increased costs and efforts to comply, and any breach or noncompliance may subject NewGenIvf to proceedings against it, damage its reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect its business, financial condition, and results of operations. See “Risk Factor — Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect NewGenIvf’s business, financial condition, and results of operations.”

        NewGenIvf faces significant competition from other fertility companies and other players in the fertility market and may be subject to competition law in Hong Kong, and any failure to comply with applicable laws and obligations could have a material and adverse effect on its business, financial condition and results of operations. See “Risk Factor — NewGenIvf may be subject to a variety of laws and other obligations regarding competition law in Hong Kong, and any failure to comply with applicable laws and obligations could have a material and adverse effect on its business, financial condition and results of operations.”

        NewGenIvf also may face risks relating to the lack of PCAOB inspection on its auditor, which may cause PubCo securities to be delisted from a U.S. stock exchange or prohibited from being traded over-the-counter in the future under the Holding Foreign Companies Accountable Act as amended by the AHFCAA that was signed into law on December 29, 2022, if the PCAOB has determined it is unable to investigate NewGenIvf’s auditor completely for two consecutive years. The delisting or the cessation of trading of PubCo securities, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your investment. See “Risk Factor — The Holding Foreign Companies Accountable Act, or the HFCAA, and the related regulations are evolving quickly. Further implementations and interpretations of our amendments to the HFCAA or the related regulations, or a PCAOB’s determination of its lack of sufficient access to inspect our auditor, might pose regulatory risks to and impose restrictions on us because PCAOB may not be able to inspect or investigate completely such audit documentation and, as such, you may be deprived of the benefits of such inspection and our ordinary shares could be delisted from the stock exchange pursuant to the HFCAA.”

Permission Required from the PRC Authorities for NewGenIvf’s Operations and the Business Combination

As of the date of this registration statement/prospectus, none of NewGenIvf and NewGenIvf’s subsidiaries have any business operation or maintain any office or personnel in mainland China, and NewGenIvf only has an office in the Hong Kong Special Administrative Region that predominantly focuses on administrative and support work. The laws and regulations of mainland China do not currently have any material impact on NewGenIvf’s business, financial condition or results of operations and NewGenIvf is currently not subject to the PRC government’s direct influence or discretion over the manner in which it conduct its business activities outside of the mainland China. Based on mainland China laws and regulations effective as of the date of this proxy statement/prospectus and subject to interpretations of these laws and regulations that may be adopted by PRC authorities, NewGenIvf believes that neither NewGenIvf nor its subsidiaries in Hong Kong are currently required to obtain any permission or approval from the PRC authorities, including the CSRC and the CAC, to operate its business and offer the securities being registered to foreign investors.

Since the Trial Measures was newly promulgated, its interpretation, application and enforcement remain unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. In addition, there remains regulatory uncertainty with respect to whether in the future NewGenIvf will be required to obtain approvals from the PRC authorities to operate its business or offer the securities being registered to foreign investors. In the event that the Trial Measures are applicable to NewGenIvf or its subsidiaries, or the Chinese authorities require any permission or approvals that are not originally required, if NewGenIvf or its subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and NewGenIvf and/or NewGenIvf’s subsidiaries are required to obtain such permissions or approvals in the future, the relevant governmental authorities would have broad discretion in dealing with such violation, including levying fines and taking other regulatory or enforcement actions that could be harmful to NewGenIvf’s or its subsidiaries’ business. Any of these actions

38

Table of Contents

could cause significant disruption to NewGenIvf’s or its subsidiaries’ business operations and severely damage NewGenIvf’s or its subsidiaries’ reputation, which would in turn materially and adversely affect NewGenIvf’s or its subsidiaries’ business, financial condition and results of operations.

Cash Transfers and Dividend Distribution

NewGenIvf Limited was incorporated under the laws of Cayman Islands in 2019, and conducts its business through its subsidiaries and affiliates in Thailand, Cambodia, Kyrgyzstan and Hong Kong. NewGenIvf does not use variable interest entities in its operative structure. During the normal course of its business, cash may be transferred between NewGenIvf’s companies via wire transfer to and from bank accounts to pay certain business expenses, as loans or capital contribution. Cash is maintained by NewGenIvf’s subsidiaries and affiliates in Thailand, Cambodia, Kyrgyzstan and Hong Kong in separate bank accounts. No transfer of cash or other types of assets has been made between NewGenIvf’s Cayman Islands holding company and subsidiaries as of the date of this proxy statement/prospectus. No dividends or distributions that NewGenIvf’s subsidiaries have made to its Cayman Islands holding company. No dividends or distributions are made to U.S. investors by NewGenIvf.

Since the incorporation of NewGenIvf’s Cayman Islands holding company, no cash flows have occurred between the Cayman Islands holding company and its subsidiaries. There has not been, to date, any transfers, dividends, or distributions between the holding company, NewGenIvf, its subsidiaries, or to its investors, other than the non-cash dividends described in section “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NewGenIvf — Liquidity and Capital Resources — Cash flows and working capital”. There are no general restrictions or limitations under the laws of Hong Kong imposed on the conversion into foreign currencies and the remittance of currencies out of Hong Kong, and the foreign currency regulations of mainland China do not currently have any material impact on the transfer of cash between NewGenIvf and its Hong Kong subsidiaries. There are no significant restrictions on foreign exchange or NewGenIvf’s ability to transfer cash between entities within its group, across borders, or to U.S. investors, except for the transfer of cash from Thailand and Kyrgyzstan, which requires an application to the relevant authorities.

NewGenIvf’s management and finance department are supervising cash management. NewGenIvf’s finance department is responsible for establishing the cash management policies and procedures among NewGenIvf’s subsidiaries and departments. Each subsidiary and department initiate a cash request by putting forward a cash demand plan, which explains the specific amount and timing of cash requested, and submitting it to designated management members of NewGenIvf, based on the amount and the use of cash requested. The designated management member examines and approves the allocation of cash based on the sources of cash and the priorities of the needs and submit it to NewGenIvf’s finance department for a second review. Other than the above, NewGenIvf currently does not have other cash management policies or procedures that dictate how funds are transferred.

Recent Regulatory Development in PRC

None of NewGenIvf or NewGenIvf’s subsidiaries are based in mainland China and none have operations in mainland China. Pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and anti-monopoly have not been listed in Annex III and consequently do not apply directly to Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. Article 5 of the Basic Law provides that the socialist system and policies shall not be practiced in the Hong Kong Special Administrative Region, and the previous capitalist system and way of life shall remain unchanged for 50 years (from 1 July 1997).

However, NewGenIvf is subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong as a result of, among other things, any additional laws and/or changes to any parts of the Basic Law (including Annex III) and/or any interpretations, decisions, amendments or otherwise to any existing provisions

39

Table of Contents

of the Basic Law which may be made by the PRC government, and the legal and operational risks associated with being based in and having operations in mainland China also apply to NewGenIvf’s operations in Hong Kong. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong. NewGenIvf faces the risks and uncertainties associated with the legal system in mainland China, complex and evolving mainland China laws and regulations, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to companies like NewGenIvf and NewGenIvf’s subsidiaries in Hong Kong, given the Chinese government may exercise significant oversight over the conduct of business in Hong Kong. The PRC government may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in NewGenIvf’s operations and/or the value of the PubCo Ordinary Shares. Such governmental actions, if and when they occur: (i) could result in a material change in NewGenIvf’s operations; (ii) could significantly limit or completely hinder NewGenIvf’s ability to continue its operations; (iii) could significantly limit or completely hinder NewGenIvf’s and PubCo’s ability to offer or continue to offer securities to investors; and (iv) may cause the value of such securities to significantly decline or be worthless.

The Cybersecurity Review Measures jointly promulgated by the CAC and other relevant PRC governmental authorities on December 28, 2021, which became effective on February 15, 2022, required that, among others, “critical information infrastructure” operators or network platform operators holding over one million users’ personal information to apply for a cybersecurity review before any public offering on a foreign stock exchange. However, this regulation is recently issued and there remain substantial uncertainties about its interpretation and implementation.

As of the date of this proxy statement/prospectus, NewGenIvf and NewGenIvf’s subsidiaries do not have any business operation or maintain any office or personnel in mainland China. NewGenIvf and NewGenIvf’s subsidiaries have not collected, stored, or managed any personal information within the territory of mainland China. NewGenIvf believes that NewGenIvf and NewGenIvf’s subsidiaries are not currently required to proactively apply to a cybersecurity review for NewGenIvf’s public offerings on a foreign stock exchange, on the basis that (i) NewGenIvf’s subsidiaries are incorporated in Hong Kong, Thailand, Cambodia, Kyrgyzstan and other jurisdictions outside of mainland China and operate in Hong Kong without any subsidiary or VIE structure in mainland China, and NewGenIvf does not maintain any office or personnel in mainland China; (ii) except for the Basic Law, the National Laws do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation, and National Laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong, and PRC laws and regulations relating to data protection and cyber security have not been listed in Annex III as the date of this proxy statement/prospectus; (iii) as of the date of this proxy statement/prospectus, NewGenIvf and NewGenIvf’s subsidiaries have not received any notice of identifying NewGenIvf as critical information infrastructure from any relevant PRC governmental authorities; and (iv) as of the date of this proxy statement/prospectus, none of NewGenIvf or NewGenIvf’s subsidiaries have been informed by any PRC governmental authority of any requirement for a cybersecurity review. NewGenIvf believes that it is compliant with the regulations and policies that have been issued by the CAC as of the date of this proxy statement/prospectus.

Additionally, on February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which took effect on March 31, 2023 and requires companies in mainland China that seek to offer and list securities overseas, both directly and indirectly, to fulfill the filing procedures with the CSRC. According to the Trial Measures, the determination of the “indirect overseas offering and listing by companies in mainland China” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same time: (i) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by companies in mainland China; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. On the same day, the CSRC held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that (i) on or prior to the effective date of the Trial Measures, companies in mainland China that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges shall complete the filing before the completion of their

40

Table of Contents

overseas offering and listing; and (ii) companies in mainland China which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges and are not required to reperform the regulatory procedures with the relevant overseas regulatory authority or stock exchange, but have not completed the indirect overseas listing, shall complete the overseas offering and listing before September 30, 2023, and failure to complete the overseas listing within such six-month period will subject such companies to the filing requirements with the CSRC.

NewGenIvf believes that it is not subject to the Trial Measures, because NewGenIvf is incorporated in the Cayman Islands and NewGenIvf’s subsidiaries are incorporated in Hong Kong, Thailand, Cambodia, Kyrgyzstan and other regions outside of mainland China, NewGenIvf operates in Hong Kong without any subsidiary or VIE structure in mainland China, and NewGenIvf does not have any business operations or maintain any office or personnel in mainland China. However, as the Trial Measures and the supporting guidelines are newly published, there exists uncertainty with respect to the implementation and interpretation of the principle of “substance over form”. If NewGenIvf’s offering and listing are later deemed as “indirect overseas offering and listing by companies in mainland China” under the Trial Measures, NewGenIvf may need to complete the filing procedures for NewGenIvf’s offering and listing. If NewGenIvf is subject to the filing requirements, NewGenIvf cannot assure you that NewGenIvf will be able to complete such filings in a timely manner or even at all. See “Risk Factors — Risks Related to the Potential Impact of PRC Laws and Regulations on NewGenIvf’s Subsidiaries’ Business — If NewGenIvf and/or NewGenIvf’s subsidiaries were to be required to obtain any permission or approval from or complete any filing procedure with the CSRC, the CAC, or other PRC governmental authorities in connection with this offering under PRC laws, NewGenIvf and/or NewGenIvf’s subsidiaries may be fined or subject to other sanctions, and NewGenIvf’s subsidiaries’ business and NewGenIvf’s reputation, financial condition, and results of operations may be materially and adversely affected.”

Based on Mainland China laws and regulations effective as of the date of this proxy statement/prospectus and subject to interpretations of these laws and regulations that may be adopted by PRC authorities, NewGenIvf believes that neither NewGenIvf nor its subsidiaries in Hong Kong are currently required to obtain any permission or approval from the PRC authorities, including the CSRC and CAC, to operate business and offer the securities being registered to foreign investors. Therefore, no application to obtain permission or approval from the PRC authorities is required and no permissions or approvals have been denied as of the date of this proxy statement/prospectus. However, given the uncertainties arising from the legal system in Mainland China and Hong Kong, including uncertainties regarding the interpretation and enforcement of PRC laws and the significant authority of the PRC government to intervene or influence the subsidiaries in Hong Kong, there remains significant uncertainty in the interpretation and enforcement of relevant Mainland China cybersecurity laws and other regulations. See “Risk Factors — Risks Related to the Potential Impact of PRC Laws and Regulations on NewGenIvf’s Subsidiaries’ Business — Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect NewGenIvf’s business, financial condition, and results of operations.” Additionally, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in mainland China. NewGenIvf is also subject to the risks of uncertainty about any future actions the Chinese government or authorities in Hong Kong may take in this regard.

Data Protection Regulation and Competition Law in Hong Kong

NewGenIvf may be subject to a variety of laws and other obligations regarding data protection in Hong Kong. The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “PDPO”) came into force on 20 December 1996. The PDPO states that any person who, either alone or jointly or in common with other persons, controls the collection, holding, processing or use of personal data (the “data user”) shall not do any act, or engage in a practice, that contravenes any of the data protection principles set out in Schedule 1 to the PDPO (the “Data Protection Principles”), unless the act or practice, as the case may be, is required or permitted under the PDPO. Personal data means any data (a) relating directly or indirectly to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained; and (c) in a form in which access to or processing of the data is practicable.

The Data Protection Principles set out that (1) personal data must be collected in a lawful and fair way, for a purpose directly related to a function or activity of the data user; data subjects must be notified of the purpose for which the data is to be used and the classes of persons to whom the data may be transferred; data collected should be adequate but not excessive; (2) personal data must be accurate and should not be kept for a period longer than necessary for

41

Table of Contents

the fulfilment of the purpose for which the data is or is to be used; (3) personal data must be used for the purpose for which the data is collected or for a directly related purpose unless voluntary and explicit consent for a new purpose is obtained from the data subject; (4) a data user shall take practicable steps to safeguard any personal data held against unauthorized or accidental access, processing, erasure, loss or use; (5) a data user shall take practicable steps to ensure that its policies and practices in relation to personal data, the kind of personal data it holds and the main purposes for which the personal data is or is to be used for are made known to the public; and (6) a data subject shall be entitled to request access to personal data and must be allowed to correct the personal data if it is inaccurate.

Moreover, the Personal Data (Privacy) (Amendment) Ordinance 2021 (the “PDPAO”) came into effect on October 8, 2021. It amends the PDPO, particularly to: (i) criminalize unconsented disclosure of personal information with an intent to obtain gain or cause loss in money or other property, or with an intent to cause any specified harm to the data subject or any family member of the data subject or to be reckless as to the same; (ii) introduce a cessation notice regime to tackle doxing with extra-territorial reach; and (iii) substantially expand the investigation and enforcement powers of the Privacy Commissioner for Personal Data, in contexts beyond doxing.

NewGenIvf is subject to laws and regulations relating to the collection, storage, use, processing, transmission, retention, security and transfer of personal information and other data. The interpretation and application of laws, regulations and standards on data protection and privacy are still uncertain and evolving. NewGenIvf cannot assure you that the governmental authorities will not interpret or implement the laws or regulations in ways that negatively affect NewGenIvf. NewGenIvf may be subject to investigations and inspections by government authorities regarding its compliance with laws and regulations on data privacy, and NewGenIvf cannot assure you that its practices will always fully comply with all applicable rules and regulatory requirements. In addition, laws, regulations and standards on data protection and privacy continue to develop and may vary from jurisdiction to jurisdiction. Complying with emerging and changing international requirements may cause NewGenIvf to incur substantial costs or require it to change its business practices. See “Risk Factors — Risks Related to the Potential Impact of PRC Laws and Regulations on NewGenIvf’s Subsidiaries’ Business — Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect NewGenIvf’s business, financial condition, and results of operations.”

NewGenIvf faces significant competition from other fertility companies and other players in the fertility market. The Competition Ordinance (Chapter 619 of the Laws of Hong Kong) (the “Competition Ordinance”) was passed by the Legislative Council in June 2012 and came into full operation on December 14, 2015. The Competition Ordinance prohibits restrictions on competition in Hong Kong through three competition rules: (i) the First Conduct Rule prohibits anti-competitive agreements; (ii) the Second Conduct Rule prohibits abuse of market power; and (iii) the Merger Rule prohibits anti-competitive mergers and acquisitions. Insofar as the Merger Control Rule is concerned, it only applies to mergers involving carrier licence holders within the meaning of the Telecommunications Ordinance (Cap 106). The Competition Commission is the enforcement authority whose functions are to investigate conduct that may contravene the competition rules and to enforce the provisions of the Competition Ordinance. It may do all things as appear to be necessary, advantageous or expedient for it to do for or in connection with the performance of its functions, including but not limited to giving effect to or varying or rescinding any agreement, etc. The Competition Tribunal, being a tribunal set up under the Competition Ordinance and as part of the Judiciary, is empowered to hear and decide cases connected with competition law in Hong Kong. It has wide powers — it may make any order it considers appropriate once it is satisfied that a contravention of a competition rule has occurred, including imposing pecuniary penalties or orders specified in Sched 3 of the Competition Ordinance, such as to order a person to take steps to restore the parties to any transaction to the position in which they were before the transaction was entered into or dispose of such operations, assets or shares of any undertaking, etc.

NewGenIvf believes that it is not likely to be in breach of the Competition Ordinance as it has not entered into any anti-competitive agreements or abused market power. It is also not a carrier licence holder within the meaning of the Telecommunications Ordinance (Cap. 106). As such, NewGenIvf believes that the Competition Ordinance is unlikely to impact NewGenIvf’s ability to conduct its business, accept foreign investments, or list on a U.S. or foreign exchange.

42

Table of Contents

SELECTED HISTORICAL FINANCIAL DATA OF ASCA

The balance sheet data of ASCA as of September 30, 2023 (unaudited) and December 31, 2022 (audited) and the statement of operations data of ASCA for the three months ended September 30, 2023 (unaudited), for the three months ended September 30, 2022 (unaudited), and for the year ended December 31, 2022 (audited) are derived from ASCA’s financial statements included elsewhere in this registration statement. The financial statements of A SPAC I Mini Corp. are omitted because it has no assets, liabilities or operations.

The historical results of ASCA included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of the future performance of ASCA. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ASCA” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

 

For the
three Months
ended
September 30,
2023

 

For the
three months
ended
September 30,
2022

 

For the
year ended
December 31,
2022

   

(Unaudited)

 

(Unaudited)

 

(Audited)

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

$

(377,717

)

 

$

(106,551

)

 

$

(504,907

)

Interest income

 

 

504,738

 

 

 

314,874

 

 

 

1,005,557

 

Net income

 

$

127,021

 

 

$

208,323

 

 

$

500,650

 

Weighted average shares outstanding – Class A ordinary shares subject to possible redemption

 

 

3,627,695

 

 

 

6,900,000

 

 

 

5,963,014

 

Basic and diluted net income per ordinary share – Class A ordinary shares subject to possible redemption

 

$

            0.09

 

 

$

0.12

 

 

$

0.47

 

Weighted average shares outstanding – Class B ordinary shares and Class A ordinary shares not subject to possible redemption

 

 

1,794,000

 

 

 

1,794,000

 

 

 

1,784,630

 

Basic and diluted net income per ordinary share – Class B ordinary shares and Class A ordinary shares not subject to possible redemption

 

$

(0.12

)

 

$

(0.33

)

 

$

(1.28

)

 

As of
September 30,
2023

 

As of
December 31,
2022

   

(Unaudited)

 

(Audited)

Balance Sheet Data:

 

 

 

 

 

 

 

Total cash

 

$

38,754

 

 

$

54,719

Total assets

 

$

39,341,711

 

 

$

70,786,433

Total liabilities

 

$

4,433,271

 

 

$

2,465,000

Class A ordinary share subject to possible redemption

 

$

39,253,768

 

 

$

67,337,060

Total shareholders’ equity (deficit)

 

$

(4,345,328

)

 

$

984,373

43

Table of Contents

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF NEWGENIVF

The following selected consolidated statements of operations data for the years ended December 31, 2022 and 2021, selected consolidated balance sheet data as of December 31, 2022 and 2021, and selected combined and consolidated cash flow data for the years ended December 31, 2022 and 2021, have been derived from NewGenIvf’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of NewGenIvf. You should read this “Selected Historical Consolidated Financial Data of NewGenIvf” section together with NewGenIvf’s consolidated financial statements and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NewGenIvf” contained elsewhere herein.

The following table presents NewGenIvf’s selected consolidated statements of operations data for the years ended December 31, 2022 and 2021.

 

For the year ended
December 31,

   

2022 (Restated)

 

2021 (Restated)

Revenues

 

$

5,944,190

 

$

4,118,120

 

Operating income

 

 

398,705

 

 

198,758

 

Net income (loss) attributable to the shareholders of the Company

 

 

458,667

 

 

(533

)

Basic and diluted earnings per share

 

 

0.80

 

 

0.00

 

The following table presents NewGenIvf’s selected consolidated balance sheet data as of December 31, 2022 and 2021.

 

As at December 31,

   

2022 (Restated)

 

2021 (Restated)

Cash and cash equivalents

 

$

27,556

 

$

28,764

 

Due from shareholders

 

 

2,560,744

 

 

550,013

 

Total assets

 

 

3,224,838

 

 

1,412,764

 

Total liabilities

 

 

2,804,283

 

 

2,327,674

 

Total shareholders’ equity/(deficit)

 

 

420,555

 

 

(914,910

)

The following table presents NewGenIvf’s selected consolidated cash flow data for the years ended December 31, 2022 and 2021.

 

For the year ended
December 31,

   

2022 (Restated)

 

2021 (Restated)

Net cash provided by operating activities

 

$

1,710,901

 

 

$

1,433,002

 

Net cash used in investing activities

 

 

(94,452

)

 

 

(16,575

)

Net cash used in financing activities

 

 

(1,633,781

)

 

 

(1,544,369

)

44

Table of Contents

RISK FACTORS

ASCA’s shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

Unless the context otherwise requires, all references in this subsection to “NewGenIvf” refer to NewGenIvf Limited and its subsidiaries.

Risks Related to NewGenIvf’s Business and Industry

The fertility market in which NewGenIvf participates is competitive, and if NewGenIvf does not continue to compete effectively, its results of operations could be materially and adversely affected.

The market for NewGenIvf’s solutions is competitive and is likely to attract increased competition, which could make it hard for it to succeed. NewGenIvf faces significant competition from other fertility companies and other players in the fertility market. Some of NewGenIvf’s competitors are more established, have a longer operating history and a larger client base, benefit from greater brand recognition and have substantially greater financial, technical and marketing resources than NewGenIvf. NewGenIvf’s competitors may compete with NewGenIvf in a variety of ways, including seeking to develop or integrating solutions and services that may become more efficient or appealing to NewGenIvf’s existing and potential clients, achieving superior clinical outcomes, having access to a network of more high-quality fertility specialists, establishing more comprehensive data reporting and sharing systems, conducting brand promotions and other marketing activities, and making investments in and acquisitions of NewGenIvf’s business partners. While NewGenIvf believes that one of its key competitive advantages is its ability to provide a broad-range of services, and NewGenIvf does not believe any competitors have developed a similar broad-range services providing system in Asia Pacific at this time, current or future competitors may be successful in doing so in the future.

In addition, NewGenIvf believes that there is growing awareness of the demand for fertility services. As the fertility services field gains more attention, more competitors may be drawn into the market. NewGenIvf also could be adversely affected if NewGenIvf fails to identify or effectively respond to changes in market dynamics. As a result of any of these factors, NewGenIvf may not be able to continue to compete successfully against its current or future competitors, and this competition could result in the decrease in its clients base and market share and the failure of its platform to continue to maintain market acceptance, which would materially and adversely affect its business, financial condition and results of operations.

NewGenIvf has a limited operating history with its current platform of solutions, which makes it difficult to predict its future prospects, financial performance and results of operations.

NewGenIvf Limited, a Cayman Islands exempted company, was established in 2019. Even though NewGenIvf went live with its fertility services in 2014, it still has a limited operating history. As a result of its limited operating history with the current platform of solutions, as well as a limited amount of time serving a majority of its client base, its ability to accurately forecast its future results of operations, key operating data, net revenue, cash flows, and operating margins is limited and subject to a number of uncertainties, including its ability to plan for and model future growth. NewGenIvf’s historical revenue growth should not be considered indicative of its future performance. Further, in future periods, its revenue growth could slow or decline for a number of reasons, including risks, challenges and uncertainties that NewGenIvf has encountered and may continue to encounter that are frequently experienced by companies at an early stage, slowing demand for its solutions and fertility services in general, changes in utilization trends by its clients, general economic slowdown, an increase in unemployment, an increase in competition, changes to health care trends and regulations, changes to science relating to the fertility market, a decrease in the growth of the fertility market, or its failure, for any reason, to continue to take advantage of growth opportunities. If NewGenIvf’s assumptions regarding these risks and uncertainties and its future revenue growth are incorrect or change, or if it does not address these risks successfully, its operating and financial results could differ materially from its expectations, and its business could suffer.

45

Table of Contents

NewGenIvf’s marketing efforts depend significantly on its ability to receive positive references from its existing clients.

NewGenIvf’s marketing efforts depend significantly on its ability to call on its current clients to provide positive references to new, potential clients. Given its limited number of long-term clients, the loss or dissatisfaction of any client could substantially harm its brand and reputation, inhibit the market adoption of its offering and impair its ability to attract new clients and maintain existing clients. Any of these consequences could have an adverse effect on its business, financial condition and results of operations.

If NewGenIvf is unable to attract new clients, its business, financial condition and results of operations would be adversely affected.

To increase its revenue, NewGenIvf must continue to attract new clients. NewGenIvf’s ability to do so depends in large part on the success of its sales and marketing efforts, and the success of references through existing clients. Potential clients may seek out other options; therefore, NewGenIvf must demonstrate that its solutions are valuable and superior to alternatives. If NewGenIvf fails to provide high-quality solutions and convince clients of the benefits of its model and value proposition, NewGenIvf may not be able to attract new clients. If the markets for NewGenIvf’s solutions decline or grow more slowly than it expects, or if the number of clients that contract with it for its solutions declines or fails to increase as it expects, its financial results could be harmed. As the markets in which NewGenIvf participate mature, fertility solutions and services evolve and competitors begin to enter into the market and introduce differentiated solutions or services that are perceived to compete with its solutions, particularly if such competing solutions are adopted by its competitors, its ability to sell its solutions could be impaired. As a result of these and other factors, NewGenIvf may be unable to attract new clients, which would have an adverse effect on its business, financial condition and results of operations.

NewGenIvf’s business depends on its ability to maintain its existing client demographics. Any failure to do so would harm its business, financial condition and results of operations.

As part of its growth strategy, NewGenIvf is focused on maintaining its services within its existing client demographics. NewGenIvf mainly competes with mid-level private clinics and hospitals, which have improved and developed their services and equipment over the years. In addition to private clinics and hospitals already existing, foreign medical companies may also enter the markets where NewGenIvf operates. Such foreign medical companies may be well-placed to compete with NewGenIvf due to their larger network size, reputation as global players and access to more advanced technology and financial resources. The expansion of existing competitors in the industry may erode NewGenIvf’s existing market share or decrease its traditional client pool. There can be no assurance that NewGenIvf will be able to compete effectively and therefore its future business growth may suffer.

A significant reduction in the utilization of NewGenIvf’s solutions could have an adverse effect on its business, financial condition and results of operations.

A significant reduction in the number of clients using NewGenIvf’s solutions could adversely affect its business, financial condition and results of operations. Factors that could contribute to a reduction in the use of its solutions include: general economic downturn that results in adverse financial conditions; regulatory changes; failure to adapt and respond effectively to changing medical landscape, changing regulations, changing client needs, requirements or preferences; negative publicity, through social media or otherwise and news coverage.

If NewGenIvf fails to offer high-quality support, its reputation could suffer.

NewGenIvf relies on its client account management personnel and the patient navigators (the “PNs”) to resolve client issues and help clients realize the full benefits that its solutions and services provide. High-quality support is also important for the renewal and expansion of its services to existing clients. The importance of its support functions will increase as NewGenIvf expands its business and pursue new clients. If NewGenIvf does not help its clients quickly resolve issues and provide effective ongoing supports, its ability to maintain and expand its offerings to existing and new clients could suffer, and its reputation with existing or potential clients could suffer. Further, to the extent that NewGenIvf is unsuccessful in hiring, training and retaining adequate PNs and client account management personnel, its ability to provide adequate and timely support to its clients would be negatively impacted, and its clients’ satisfaction with its solutions and services would be adversely affected.

46

Table of Contents

Failure to effectively develop and expand its marketing and sales capabilities could harm its ability to increase its client base and achieve broader market acceptance of solutions NewGenIvf provides.

Its ability to increase its client base and achieve broader market acceptance of solutions NewGenIvf provides will depend to a significant extent on its ability to expand its marketing and sales capabilities. NewGenIvf plans to continue expanding its direct sales force and to dedicate significant resources to sales and marketing programs, including direct sales, inside sales, targeted direct marketing, advertising, digital marketing, e-newsletter and conference sponsorships. All of these efforts will require it to invest significant financial and other resources. Its business and results of operations could be harmed if its sales and marketing efforts do not generate significant increases in revenue. NewGenIvf may not achieve anticipated revenue growth from expanding its sales and marketing efforts if it is unable to hire, develop, integrate and retain talented and effective sales personnel, if its new and existing sales personnel, on the whole, are unable to achieve desired productivity levels in a reasonable period of time, or if its sales and marketing programs are not effective.

NewGenIvf may experience net losses and may not sustain profitability in the future.

NewGenIvf has experienced significant revenue decrease from 2019 to 2020, due to the impact of COVID-19. NewGenIvf is not certain whether it will obtain sufficient levels of sales to sustain its growth or maintain profitability in the future. NewGenIvf also expects its costs and expenses to increase in future periods, which could negatively affect its future results of operations if its revenue does not increase accordingly. In particular, NewGenIvf intends to continue to incrementally expand its sales and client account management teams to educate potential clients and drive new client adoption. NewGenIvf also expects to incur additional costs as it introduces new solutions and services to enhance its comprehensive fertility offering. NewGenIvf will also face increased compliance costs associated with growth, the expansion of its client base and being a public company. NewGenIvf’s efforts to grow its business may be costlier than it expects, and NewGenIvf may not be able to increase its revenue enough to offset its increased operating expenses. NewGenIvf may incur significant losses in the future for a number of reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications and delays, and other unknown events. If NewGenIvf is unable to sustain profitability, the value of its business and common stock may significantly decrease.

NewGenIvf’s future revenue may not grow at the rates it historically has, or at all.

NewGenIvf has experienced growth since its business operation started in 2014. Revenue and NewGenIvf’s client base may not grow at the same rates they historically have, or they may decline in the future. NewGenIvf’s future growth will depend, in part, on its ability to:

        continue to attract new clients and/or maintain existing clients;

        price its solutions and services effectively so that it is able to attract new clients, expand sales to its existing clients and maintain profitability;

        provide its clients with client support that meets their needs, including through dedicated PNs;

        maintain successful collection of applicable receivable balances;

        retain and maintain relationships with high-quality and respected fertility specialists;

        attract and retain highly qualified personnel to support all clients; and

        increase awareness of its brand and successfully compete with other competitors.

NewGenIvf may not successfully accomplish all or any of these objectives, which may affect its future revenue, and which makes it difficult for it to forecast its future results of operations. In addition, if the assumptions that NewGenIvf uses to plan its business are incorrect or change in reaction to changes in its market, it may be difficult for it to maintain profitability. ASCA’s shareholders should not rely on its revenue for any prior quarterly or annual periods as any indication of its future revenue or revenue growth.

In addition, NewGenIvf expects to continue to expend substantial financial and other resources on:

        sales and marketing;

        technology infrastructure, including systems architecture, scalability, availability, performance and security; and

        general administration, including increased legal and accounting expenses associated with being a public company.

47

Table of Contents

These investments may not result in increased revenue growth in its business. If NewGenIvf is unable to increase its revenue at a rate sufficient to offset the expected increase in its costs, its business, financial position, and results of operations will be harmed, and NewGenIvf may not be able to maintain profitability over the long term. Additionally, NewGenIvf may encounter unforeseen operating expenses, difficulties, complications, delays and other unknown factors that may result in losses in future periods.

If its revenue growth does not meet its expectations in future periods, NewGenIvf may not maintain profitability in the future, its business, financial position and results of operations may be harmed.

NewGenIvf’s quarterly and annual results may fluctuate significantly and may not fully reflect the underlying performance of NewGenIvf’s business.

NewGenIvf’s quarterly and annual results of operations, including the levels of NewGenIvf’s revenues, expenses, net (loss)/income and other key metrics, may vary significantly in the future due to a variety of factors, some of which are outside of NewGenIvf’s control, and period-to-period comparisons of NewGenIvf’s operating results may not be meaningful, especially given NewGenIvf’s limited operating history. Accordingly, the results for any one quarter or any one year are not necessarily an indication of future performance. Fluctuations in quarterly and/or annual results may adversely affect the price of NewGenIvf’s ordinary shares. Factors that may cause fluctuations in NewGenIvf’s quarterly and annual financial results include:

        NewGenIvf’s ability to attract new customers and maintain relationships with existing customers;

        changes in NewGenIvf’s products and services offered and introduction of new services and products;

        the amount and timing of operating expenses related to marketing and the maintenance and expansion of NewGenIvf’s business, operations and infrastructure;

        general economic, industry and market conditions; and

        the timing of expenses related to the development or acquisition of technologies or businesses.

If the estimates and assumptions NewGenIvf uses to determine the size of the target markets for its services are inaccurate, its future growth rate may be impacted and its business would be harmed.

Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Market opportunity estimates and growth forecasts included in this proxy statement/prospectus, including those NewGenIvf has generated itself, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including the risks described herein. Even if the markets in which NewGenIvf competes achieve the forecasted growth, its business could fail to grow at similar rates, if at all.

NewGenIvf’s estimates of the market opportunity for its services are based on the assumption that the purpose-built, data-driven and disruptive fertility services platform with the plan design NewGenIvf offers will be attractive to clients. Clients may pursue alternatives or may not see the value in providing enhanced fertility-related services. In addition, NewGenIvf believes that it is expanding the size of the fertility market as NewGenIvf enhances demand and increase awareness for fertility services. If these assumptions prove inaccurate, or if the increase in awareness of fertility services attracts potential competitors to enter the market and results in greater competition, its business, financial condition and results of operations could be adversely affected.

It is difficult to predict the demand for NewGenIvf’s solutions, the entry of competitive solutions or the future growth rate and size of the fertility market. The expansion of the fertility market depends on a number of factors, including, but not limited to: the continued trend of individuals starting families later in life, increase in the number of single mothers by choice, adoption of non-traditional paths to parenthood and continued de-stigmatization of infertility.

If there is a reduction in demand caused by a lack of client acceptance, weakening economic conditions, data security or privacy concerns, governmental regulation, competing offerings or otherwise, the market for its solutions and services might not continue to develop or might develop more slowly than NewGenIvf expects, which would adversely affect its business, financial condition and results of operations.

48

Table of Contents

NewGenIvf may not be able to successfully manage its growth, and if NewGenIvf is not able to grow efficiently, its business, financial condition and results of operations could be harmed.

As usage of its solutions grows, NewGenIvf will need to devote additional resources to improving and maintaining its infrastructure. In addition, NewGenIvf will need to appropriately scale its internal business systems and its client account management and services personnel to serve its growing client base. Any failure of or delay in these efforts could result in reduced client satisfaction, resulting in decreased sales to new clients and lower renewal and utilization rates by existing clients, which could hurt its revenue growth and its reputation. Even if NewGenIvf is successful in these efforts, they will require the dedication of management time and attention. NewGenIvf could also face inefficiencies or service disruptions as a result of its efforts to scale its internal infrastructure. NewGenIvf cannot be sure that the expansion and improvements to its internal infrastructure will be effectively implemented on a timely basis, and such failures could harm its business, financial condition and results of operations.

If NewGenIvf’s new solutions and services are not adopted by its clients, or if it fails to innovate and develop new offerings that are adopted by its clients, its revenue and results of operations may be adversely affected.

To date, NewGenIvf has derived a substantial majority of its revenue from sales of its fertility services. As NewGenIvf operates in an evolving industry, its long-term results of operations and continued growth will depend on its ability to successfully develop and market new successful solutions and services to its clients. If its existing clients do not value and/or are not willing to make additional payments for such new solutions or services, it could adversely affect its business, financial condition and results of operations. If NewGenIvf is unable to predict clients’ preferences, if the markets in which NewGenIvf participates change, including in response to government regulation, or if NewGenIvf is unable to modify its solutions and services on a timely basis, NewGenIvf may lose clients. Its results of operations would also suffer if its innovations were not responsive to the needs of the clients, appropriately timed with market opportunity or effectively brought to market.

If NewGenIvf fails to adapt and respond effectively to the changing medical landscape, changing regulations, changing client needs, requirements or preferences, its offerings may become less competitive.

The market in which NewGenIvf competes is subject to a changing medical landscape and changing regulations, as well as changing client needs, requirements and preferences. The success of its business will depend, in part, on its ability to adapt and respond effectively to these changes on a timely basis. NewGenIvf’s business strategy may not effectively respond to these changes, and NewGenIvf may fail to recognize and position itself to capitalize upon market opportunities. NewGenIvf may not have sufficient advance notice and resources to develop and effectively implement an alternative strategy. There may be scientific or clinical changes that require it to change its solutions or that make its solutions less competitive in the marketplace. If there are sensitivities to its model or its existing competitors and new entrants create new disruptive business models and/or develop new solutions that clients prefer to its solutions, NewGenIvf may lose clients, and its results of operations, cash flows and/or prospects may be adversely affected. The future performance of NewGenIvf’s business will depend in large part on its ability to design and implement market appropriate strategic initiatives, some of which will occur over several years in a dynamic industry. If these initiatives do not achieve their objectives, its results of operations could be adversely affected.

If NewGenIvf fails to maintain and enhance its brand, its ability to expand its client base will be impaired and its business, financial condition and results of operations may suffer.

The growth of NewGenIvf’s business partially depends on the recognition of NewGenIvf’s brand and reputation. NewGenIvf believes that maintaining and enhancing its brand is important to support the marketing and sale of its existing and future solutions to new clients and expand sales of its solutions to existing clients. NewGenIvf also believes that the importance of brand recognition will increase as competition in its market increases. Successfully maintaining and enhancing its brand will depend largely on the effectiveness of its marketing efforts, its ability to provide reliable services that continue to meet the needs of its clients at competitive prices, its ability to maintain its clients’ trust, its ability to continue to develop new solutions, and its ability to successfully differentiate its platform from competitive solutions and services. NewGenIvf’s brand promotion activities may not generate client awareness or yield increased revenue, and even if they do, any increased revenue may not offset the expenses NewGenIvf incurs in building its brand. If NewGenIvf fails to successfully promote and maintain its brand, its business, financial condition and results of operations may suffer.

49

Table of Contents

If NewGenIvf fails to retain and motivate members of its management team or other key employees, or fails to attract additional qualified personnel to support its operations, its business and future growth prospects could be harmed.

NewGenIvf’s success and future growth depend largely upon the continued services of its management team and its other key employees. From time to time, there may be changes in its executive management team or other key employees resulting from the hiring or departure of these personnel. Its executive officers and other key employees are employed on an at-will basis, which means that these personnel could terminate their employment with it at any time. The loss of one or more of its executive officers, or the failure by its executive team to effectively work with its employees and lead its company, could harm its business.

In addition, to execute its growth plan, NewGenIvf must attract and retain highly qualified personnel. Competition for these personnel is intense, especially for experienced medical officers and scientific staffs and sales and client account management personnel. There is no guarantee NewGenIvf will be able to attract such personnel or that competition among potential employers will not result in increased salaries or other benefits. From time to time, NewGenIvf has experienced, and NewGenIvf expects to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which NewGenIvf competes for experienced personnel have greater resources than NewGenIvf has. If NewGenIvf hires employees from competitors or other companies, their former employers may attempt to assert that these employees or NewGenIvf has breached their legal obligations, resulting in a diversion of its time and resources. In addition, prospective and existing employees often consider the value of the equity awards they receive in connection with their contribution to the company. If the perceived value of its equity awards declines, experiences significant volatility, or increases such that prospective employees believe there is limited upside to the value of its equity awards, it may adversely affect its ability to recruit and retain key employees. If NewGenIvf fails to attract new personnel or fails to retain and motivate its current personnel, its business and future growth prospects could be harmed.

Furthermore, in order to attract and retain key personnel and employees, the compensation amounts for NewGenIvf’s executive officers may change significantly after consummation of the Business Combination, although there are currently no agreements in place relating to any such post Business Combination compensation arrangements. As a result, NewGenIvf’s expenses associated with the compensation may increase, which may also have an adverse effect on its results of operations.

To successfully market and sell its services and products in Asia-Pacific markets, NewGenIvf must address many international business risks with which NewGenIvf has limited experience.

NewGenIvf’s business is subject to risks in connection with changes in international, national and local economic and market conditions, including the effects of global financial crises, effects of terrorist acts and war and global pandemics. Such economic changes could negatively impact infertile couples’ abilities to pay for fertility treatments around the world.

NewGenIvf’s strategy is to increase its international presence in Asia-Pacific and international sales are subject to a number of risks, including:

        increased competition as a result of more products and procedures receiving regulatory approval or otherwise free to market in international markets;

        longer accounts receivable payment cycles and difficulties in collecting accounts receivable;

        reduced or varied protection for intellectual property rights in some countries;

        export restrictions, trade regulations, and foreign tax laws;

        fluctuations in currency exchange rates;

        foreign certification and regulatory clearance or approval requirements;

        customs clearance and shipping delays;

        political, social, and economic instability abroad, terrorist attacks, and security concerns in general;

        preference for locally provided services;

50

Table of Contents

        potentially adverse tax consequences, including the complexities of foreign value-added tax systems;

        the burdens of complying with a wide variety of foreign laws and different legal standards; and

        increased financial accounting and reporting burdens and complexities.

If one or more of these risks are realized, its business, financial condition and results of operations could be adversely affected.

Ethical, legal and social concerns related to the use of assisted reproductive technology could reduce demand for the fertility services provided by the medical facilities in NewGenIvf’s network, and thus may adversely affect the business, financial conditions and results of operations of the medical facilities in its network.

Patient sentiment and distrust of the use of assisted reproductive technology may lead to less demand for fertility services. Assisted reproductive technologies, including genetic testing, technologies used for surrogacy and egg donation and gender selection, have raised ethical, legal and social issues regarding privacy and the appropriate uses of the resulting information. Government authorities could, for social or other purposes, limit or regulate the use of assisted reproductive technology to certain conditions. Similarly, these concerns may lead patients to refuse to use, or physicians to be reluctant to order, assisted reproductive services even if permissible. These and other ethical, legal and social concerns may limit market acceptance of fertility services or reduce patient demand for such services, either of which could have a material adverse effect on the business, financial condition and results of operations of the medical facilities in NewGenIvf’s network, and NewGenIvf itself.

NewGenIvf is reliant on revenue from international clients.

Fertility services revenue from international clients are an important part of NewGenIvf’s revenue, though NewGenIvf is expanding rapidly into the local markets. The number of international clients travelling to Thailand, Cambodia and Kyrgyzstan to seek fertility services may however be affected by a number of factors, including the economic status of the foreign client’s country of origin, the relative exchange rate of the client’s home currency to the relevant authorities, which may affect the cost of treatment, natural disasters, pandemics like COVID-19, and political tension or acts of terrorism in such countries and the region. For example, the COVID-19 has had resulted in a number of countries declaring a state of emergency and a number of countries, including the countries in Asian Pacific, imposing extensive travel restrictions, which in turn caused a decrease in the numbers of internal clients traveling to Thailand, Cambodia or Kyrgyzstan for treatments.

These events could cause a postponement or a reduction in the number of clients traveling to Thailand, Cambodia or Kyrgyzstan, and could in turn affect revenues from international clients, which is the significant contributor in terms of volume. A decline in the medical tourism industry may have a material adverse effect on NewGenIvf’s financial condition and results of operations.

Fluctuations in exchange rates could have a material and adverse effect on NewGenIvf’s results of operations and the value of your investment.

NewGenIvf’s reporting currency is U.S. dollars. The functional currency of NewGenIvf and its subsidiaries include Hong Kong dollar (“HK$”), Thai baht (“THB”), Cambodian riel (“KHR”) and United States dollar (“USD”). Accordingly, fluctuations in the value of HK$, THB and KHR relative to the USD could affect its results of operations due to translational remeasurements. As its international operations expand, an increasing portion of its revenue and operating expenses may be denominated in non- HK$, THB or KHR currencies. Accordingly, NewGenIvf’s revenue and operating expenses will become increasingly subject to fluctuations due to changes in foreign currency exchange rates. If NewGenIvf is not able to successfully hedge against the risks associated with currency fluctuations, NewGenIvf’s business, financial condition and results of operations could be materially adversely affected.

Governmental control of currency conversion may limit NewGenIvf’s ability to utilize NewGenIvf’s net revenue effectively and affect the value of your investment.

NewGenIvf’s revenue and expenses for its businesses are substantially denominated in HK$ and THB, which are currently not freely convertible currencies. A portion of such revenue must be converted into other currencies in order to meet its foreign currency obligations. For example, NewGenIvf’s subsidiaries will need to obtain foreign currency to make payments of declared dividends, if any, on its shares.

51

Table of Contents

Under the existing foreign exchange regulations in Thailand and Hong Kong, following the completion of the Business Combination, NewGenIvf will be able to make current account foreign exchange transactions. However, in the future, governments may take measures, at its discretion, to restrict access to foreign currencies for capital account and current account transactions under certain circumstances. If such measures are implemented, NewGenIvf may not be able to pay dividends in foreign currencies to holders of its shares. Foreign exchange transactions under its capital account are subject to significant foreign exchange controls and require certain approvals. These limitations could affect our ability to obtain foreign exchange through offshore financing.

The value of the THB against the U.S. dollar and other currencies fluctuates, and is subject to changes resulting from policies of the Thailand and other governments, and depends to a large extent on domestic and international economic and political developments as well as supply and demand in the local market. For example, the Bank of Thailand which is the central bank of Thailand and is responsible for formulating and implementing monetary policies in the country to maintain the price stability and promote economic stability and sustainable growth. The Bank of Thailand imposes (four) measures in preventing THB fluctuation. Those are measures to limit THB liquidity, to curb capital inflows, to limit the flows on Non-resident Bank Account and Non-resident Baht for Securities, and to limit the flows on Non-Deliverable Forward transactions. With an increased floating range of the THB’s value against foreign currencies and a more market-oriented mechanism for determining the mid-point exchange rates, the THB may further appreciate or depreciate significantly in value against the U.S. dollar or other foreign currencies in the long-term, depending on the fluctuation of the basket of currencies against which it is currently valued, or it may be permitted to enter into a full float, which may also result in a significant appreciation or depreciation of the THB against the U.S. dollar or other foreign currencies. It cannot be assured that THB will not experience significant appreciation or depreciation against the U.S. dollar or other foreign currencies in the future.

Furthermore, NewGenIvf is also currently required to obtain approvals before converting significant sums of foreign currencies into THB All of these factors could materially and adversely affect its business, results of operations, financial condition and prospects, and could reduce the value of, and dividends payable on, its shares in foreign currency terms.

Substantially all of NewGenIvf’s assets and operations are located in Thailand, Cambodia and Kyrgyzstan and they are subject to economic, legal and regulatory uncertainties in such countries.

Substantially all of NewGenIvf’s operations and assets are based in Thailand, Cambodia and Kyrgyzstan. As a result, its businesses and operations are subject to the changing economic conditions prevailing from time to time in such countries. Since 2020, Thailand’s economy has been experiencing a slowdown. According to the National Economic and Social Development Board of Thailand (the “NESDB”) the GDP growth rate of Thailand declined to minus 6.1% in 2020 and slightly recovered to 1.6% in 2021 and 2.6% in 2022. Under such conditions, the NESDB projected that the Thai economy will only grow by 3.0% to 4.0% in 2023, lower than the previously growth in historical years. Meanwhile, Cambodia’s post-pandemic economic recovery has gained momentum, but remains uneven. Traditional growth drivers, especially manufacturing and agricultural commodities exports, have fully recovered. However, while travel and tourism have improved, the sector remains well below pre-COVID-19 levels. The economy is projected to grow, underpinned by merchandise exports and domestic economic activity. Foreign direct investment, while diversified, remains affected by China’s related COVID-19 policies.

NewGenIvf also derives a substantial portion of its revenue from Chinese clients and as such, its maintenance of PRC-sourced revenues and access to new and existing clients from the PRC are also subject to the economic conditions of China. However, the near-term growth prospects of the PRC economy are unclear due to the uncertain effects of ongoing economic stress caused by policies to contain the COVID-19 pandemic, trade and national security policies, and the elevated levels of private and public indebtedness, among others. According to the National Statistics Bureau of the PRC, growth rate of China’s GDP for the year 2022 slowed down to 3.0% on a year-on-year basis compared to the growth rate of approximately 8.4% for the year 2021. In the second quarter of 2023, China’s GDP grew only 0.8% on a quarter basis, a significant slowdown from the 2.2% quarter growth registered in the first quarter of 2023. A prolonged downturn in the PRC economy generally could materially and adversely affect NewGenIvf’s results of operations.

Factors that may adversely affect the economy and conditions in such countries include:

        political instability (e.g., Thailand’s national election in May 2023);

        global economic conditions;

        exchange rate fluctuations and the exchange control policy of the banks;

52

Table of Contents

        a prolonged period of inflation or increase in regional interest rates;

        changes in taxation;

        changes in government policies affecting import and export volumes;

        decline in tourism;

        natural disasters, including tsunamis, earthquakes, fires, floods, drought and similar events;

        a potential recurrence or outbreak of avian influenza, severe acute respiratory syndrome or other infectious or contagious diseases like COVID-19 in Asian countries, and governmental policies to address such outbreak;

        scarcity of credit or other financing, resulting in lower demand for products and services provided by companies in the region;

        increases in oil prices and other commodity prices;

        decreased consumer confidence;

        other external recessions or potential economic downturns in the United States, Asia or other parts of the world; and

        other regulatory, political or economic developments in or affecting the countries.

The economic conditions in Thailand, Cambodia, Kyrgyzstan and China are also affected by global economic conditions. The global credit markets have experienced, and may continue to experience, volatility and liquidity disruptions, which have resulted in the consolidation, failure or near failure of a number of institutions in the banking and insurance industries. There remains a concern that a return of the debt crisis in Europe, the political unrest in the Middle East and Eastern Europe as well as rumors or threats or actual terrorist attacks or conflicts in the Middle East, Southeast Asia, Eastern Europe or other regions will impinge upon the health of the global financial system. These or other such events could adversely affect NewGenIvf’s business, financial condition, results of operations and prospects.

There is no assurance that the economy and social condition in Thailand, Cambodia, Kyrgyzstan and China will meet current projections or improve in the future. Any instability or economic downturn could have a material adverse effect on NewGenIvf’s business, financial condition, results of operations and prospects.

Failure to comply with the terms of future financing arrangements could result in default, which could have an adverse effect on NewGenIvf’s cash flow and liquidity.

NewGenIvf may from time to time enter into credit facilities and debt financing arrangements containing financial and other covenants that could, among other things, restrict NewGenIvf’s business and operations. If NewGenIvf breaches any of these covenants, including the failure to maintain certain financial ratios, NewGenIvf’s lenders may be entitled to accelerate NewGenIvf’s debt obligations. Any default under the credit facility could result in the repayment of these loans prior to maturity as well as the inability to obtain additional financing, which in turn may have a material adverse effect on NewGenIvf’s cash flow and liquidity.

NewGenIvf requires a significant amount of capital to fund its operations and growth. If NewGenIvf cannot obtain sufficient capital on acceptable terms, its business, financial condition, and prospects may be materially and adversely affected.

NewGenIvf requires a significant amount of capital and resources for its operations and continued growth. NewGenIvf expects to make significant investments to fund operations, laboratory upgrades, among other things, which may significantly increase NewGenIvf’s net cash used in operating activities. In addition, NewGenIvf will continue to invest in laboratory and facilities which are fundamental to NewGenIvf’s business operation and future growth. However, NewGenIvf cannot assure you that these investments will generate the optimal returns, if at all. To date, NewGenIvf has historically funded its cash requirements primarily through operational, capital contributions from its shareholders and short-term or long-term borrowings. If these resources are insufficient to satisfy NewGenIvf’s cash requirements, NewGenIvf may seek to raise funds through additional equity offering or debt financing or additional bank facilities. NewGenIvf’s ability to obtain additional capital in the future, however, is subject to a number of uncertainties, including those relating to its future business development, financial condition,

53

Table of Contents

and results of operations, general market conditions for financing activities by companies in its industry, and macro-economic and other conditions in Thailand, Cambodia, Kyrgyzstan and globally. If NewGenIvf cannot obtain sufficient capital on acceptable terms to meet its capital needs, NewGenIvf may not be able to execute its growth strategies, and NewGenIvf’s business, financial condition, and prospects may be materially and adversely affected.

The defects in certain leased property interests and failure to register certain lease agreements may materially and adversely affect NewGenIvf’s business, financial condition, results of operations, and prospects.

NewGenIvf leases premises in Thailand, Cambodia and Kyrgyzstan in various locations. With respect to property leased by First Fertility PGS Center in Thailand, the lessors did not have or provide NewGenIvf with property ownership certificates or other documents evidencing their rights to lease such premises to First Fertility PGS Center. Therefore, NewGenIvf cannot assure that it will not be subject to any challenges, lawsuits, or other actions taken against First Fertility PGS Center with respect to its leased premises for which the relevant lessors do not have valid title or right to lease. If First Fertility PGS Center’s lessors’ right to lease premises is successfully challenged by any third party, First Fertility PGS Center’s lease agreements may not be enforceable and NewGenIvf may be forced to vacate the premises and relocate to a different location. Under such circumstances, NewGenIvf expects to incur relocation costs of up to THB3 million and expects that there would not be material business interruption costs, if any.

In addition, the failure of the lessor to provide sufficient legal evidence of its right to lease the premises has prevented First Fertility PGS Center from registering the clinic with the Bangkok Metropolitan Authority (“BMA”) as required under the Public Health Act B.E. 2535 (1992) (the “PHA”). Under Section 71 of the PHA, First Fertility PGS Center and its directors are subject to imprisonment of up to 6 (six) months and a fine of up to THB50,000, or both. The BMA could also order First Fertility PGS Center to stop operating the clinic which would require relocation of the clinic if First Fertility PGS Center could not make the necessary registration. Under such circumstances, First Fertility PGS Center expects to incur relocation costs of up to THB3 million and expects that there would not be material business interruption costs, if any.

Only one of NewGenIvf’s directors or officers, namely Ms. Fong, Hei Yue Tina, is also a director of First Fertility PGS Center. NewGenIvf believes that if First Fertility PGS Center’s directors, including Ms. Fong, Hei Yue Tina are found guilty of the above offence and subject to imprisonment, the resulting impact on NewGenIvf’s business, results of operations and financial conditions would be limited, as Ms. Fong has limited involvement in the day-to-day management of First Fertility PGS Center’s operations and Mr. Siu, Wing Fung Alfred and the other directors and officers of NewGenIvf and its subsidiaries would be able to keep operating the group’s and First Fertility PGS Center’s activities with limited disruptions.

In addition, NewGenIvf has not registered the lease agreements of First Fertility Bishkek in Kyrgyzstan with the relevant government authorities. The enforceability of the lease of property may therefore be subject to restrictions under relevant laws and regulations and NewGenIvf may be forced to vacate the premises and relocate to a different premise. Under such circumstances, NewGenIvf expects to incur relocation costs of up to USD150,000 and expects that there would not be material business interruption costs, if any. Meanwhile, First Fertility Bishkek may be required to pay a penalty for the late registration of the lease agreement with a lease term of 3 or more years, the maximum amount of which is KGS3060 ($35).

NewGenIvf currently has no insurance coverage for its operations.

The assisted reproductive medical facilities in NewGenIvf’s network are exposed to potential liabilities that are inherent to the provision of services. Medical and other liabilities may not be fully covered by insurance and the medical facilities may face claims in excess of the insurance coverage or claims which are not covered by insurance due to other policy limitations or exclusions or where the medical facilities in NewGenIvf’s network have failed to comply with the terms of the policy. Any uninsured risks may result in substantial costs and the diversion of resources, which could adversely affect its results of operations and financial condition.

The insurance industry in Thailand, Cambodia and Kyrgyzstan is still at an early stage of development, and insurance companies in Thailand, Cambodia and Kyrgyzstan currently offer limited business-related insurance products. NewGenIvf does not currently maintain insurance. NewGenIvf cannot assure you that the medical facilities in its network will be able to obtain and/or maintain medical liability insurance on acceptable terms or without substantial premium increases or at all in the future.

In addition, as NewGenIvf’s business expands, the cost for each medical facility in its network and NewGenIvf to maintain an adequate level of insurance may become increasingly high. NewGenIvf cannot ensure that the medical facilities in its network will be able to locate or purchase appropriate insurance to cover the expanding

54

Table of Contents

operations in time, on commercially reasonable terms or at all. Any significant uninsured loss could have material and adverse effects on the financial condition and results of operations of the medical facilities in NewGenIvf’s network, and thus may affect its business, results of operations and financial condition.

Moreover, NewGenIvf does not currently maintain professional malpractice liability insurance for its physicians and nurses. As a result, NewGenIvf may be subject to medical disputes and claims arising under relevant laws from time to time, which could cause substantial damage to NewGenIvf if not covered by professional malpractice liability insurance. Any dispute with clients, or any legal proceeding involving the physicians of the medical facilities or medical professionals, regardless of its merit or eventual outcome, could result in significant legal costs and financial and/or reputational damages to the medical facilities and NewGenIvf and materially and adversely affect the business, financial condition and results of operations of the medical facilities in NewGenIvf’s network, and further affect its business, financial condition, results of operations and prospects.

NewGenIvf may not be successful in adapting to technological developments, which may affect its business and results of operations.

It is possible that new technologies could be developed or scientific advances made by NewGenIvf’s competitors, or elsewhere and licensed to NewGenIvf’s competitors, which cannot be replicated by NewGenIvf without significant capital expenditure or at all, or that replace or reduce the requirement for assisted reproductive services, ultrasound or specialized diagnostics. The consequences for NewGenIvf of the development of new technologies could include lower or loss of revenues, loss of market position and reduced prospects of NewGenIvf.

If its computer systems, or those of its providers, specialty pharmacies or other downstream vendors lag, fail or suffer security breaches, NewGenIvf may incur a material disruption of its services, which could materially impact its business and the results of operations.

NewGenIvf’s business in Thailand, Cambodia and Kyrgyzstan is increasingly dependent on critical, complex and interdependent information technology systems to support business processes as well as internal and external communications. NewGenIvf’s success is therefore dependent in part on its ability to secure, integrate, develop, redesign and enhance its (or contract with vendors to provide) technology systems that support its business strategy initiatives and processes in a compliant, secure, and cost and resource efficient manner. If NewGenIvf or its providers, specialty pharmacies or other downstream vendors have an issue with its or their respective technology systems, it may result in a disruption to its operations or downstream disruption to its relationships with its clients or its selective network of high-quality fertility specialists. Additionally, if NewGenIvf chooses to insource any of the services currently handled by a third party, it may result in technological or operational disruptions.

In addition, despite the implementation of security measures, its internal computer systems, and those of its provider clinics, specialty pharmacies or other downstream vendors, are potentially vulnerable to damage from malicious intrusion, malware, computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. While NewGenIvf is not aware that it has experienced any such system failure, accident or security breach to date, if such an event were to occur and cause interruptions in its operations, it could result in a material disruption to its ability to operate and deliver its solutions. In addition, to the extent that any disruption or security breach were to result in a loss or inappropriate disclosure of confidential information, NewGenIvf could incur liability. See “— Risks Related to Government Regulation — NewGenIvf operates in a highly regulated industry and must comply with a significant number of complex and evolving requirements. Any lack of requisite approvals, licenses, or permits applicable to NewGenIvf’s business may have a material and adverse impact on NewGenIvf’s business, financial condition, and results of operations — Data Protection and Breaches.”

Risks Related to NewGenIvf’s Relationships with Third Parties

NewGenIvf’s business depends on its ability to maintain its network of high-quality fertility specialists and other healthcare providers. If NewGenIvf is unable to do so, its future growth would be limited and its business, financial condition and results of operations would be harmed.

NewGenIvf’s performance and success is dependent upon its continued ability to maintain a credentialed network of high-quality fertility specialists, including its senior management team, other key employees, as well as research and development and operation maintenance personnel, many of whom are difficult to replace. Fertility specialists could refuse to contract, demand higher payments or take other actions that could result in higher medical costs, less attractive

55

Table of Contents

service for its clients or difficulty meeting regulatory or accreditation requirements. Identifying high-quality fertility specialists, credentialing and negotiating contracts with them and evaluating, monitoring and maintaining its network, requires significant time and resources. Competition in the healthcare industry for qualified employees is intense. NewGenIvf may need to offer higher compensation and other benefits in order to attract and retain key personnel in the future, which could increase NewGenIvf’s compensation expenses, including stock-based compensation. NewGenIvf’s continued ability to compete effectively depends on NewGenIvf’s ability to attract new employees and to retain and motivate NewGenIvf’s existing employees. If NewGenIvf is not successful in maintaining its relationships with top fertility specialists, these fertility specialists may refuse to renew their contracts with it, and potential competitors may be effective in onboarding these or other high-quality fertility specialists to create a similarly high-quality network. There may be additional shifts in the fertility specialty provider space as the fertility market matures, and high-quality fertility specialists may become more demanding in re-negotiating to remain in its network. Its ability to develop and maintain satisfactory relationships with high-quality fertility specialists also may be negatively impacted by other factors not associated with it, such as regulatory changes impacting providers or consolidation activity among hospitals, physician groups and healthcare providers. In addition, certain organizations of physicians, such as practice management companies (which group together physician practices for administrative efficiency), may change the way in which healthcare providers do business with it and may compete directly with it, which could adversely affect its business, financial condition and results of operations. NewGenIvf intends to grant, and may continue to grant, options and other types of awards, which may result in increased share-based compensation expenses.

NewGenIvf, through the PubCo, will adopt a Share Incentive Award upon the completion of the Business Combination, which will allow NewGenIvf to enhance its ability to attract and retain exceptionally qualified individuals and agents and to encourage them to acquire a proprietary interest in the company’s growth and performance. Competition for highly skilled personnel and agents is often intense and NewGenIvf may incur significant costs or may not be successful in attracting, integrating, or retaining qualified personnel and agents to fulfill NewGenIvf’s current or future needs. NewGenIvf believes that the granting of share-based awards is of significant importance to NewGenIvf’s ability to attract and retain agents, key personnel and employees, and NewGenIvf will continue to grant share-based awards in the future. As a result, NewGenIvf’s expenses associated with share-based compensation may increase, which may have an adverse effect on NewGenIvf’s results of operations.

Meanwhile, the retirement or loss of certain specialists, scientific staff or other key personnel, the activities of competitors, the introduction of a competing service that is perceived to be superior to the services provided by NewGenIvf, or other events which impact NewGenIvf’s reputation could adversely affect NewGenIvf’s relationships with fertility specialists. For example, one specialist who was previously engaged by NewGenIvf brought a lawsuit against NewGenIvf regarding disputed remuneration, which resulted in a settlement for NewGenIvf to compensate the specialist with a sum of approximately US$98,000. Also, fertility specialists’ relationship with NewGenIvf could affect their behaviors in recommending NewGenIvf’s services or referring patients to NewGenIvf, which could in turn adversely impact the number of patients treated by NewGenIvf and adversely impact on its financial performance, market position and prospects.

In addition, the perceived value of NewGenIvf’s solutions and its reputation may be negatively impacted if the services provided by fertility specialists or other healthcare providers are not satisfactory to NewGenIvf’s clients, including as a result of error that could result in litigation. For example, if fertility specialist or other healthcare provider releases sensitive information of its clients, it could incur additional expenses and give rise to litigation against NewGenIvf. Any such issue with one of its providers may expose it to public scrutiny, adversely affect its brand and reputation, expose it to litigation or regulatory action, and otherwise make its operations vulnerable. Further, if its services result in less than favorable outcomes, this could cause it to fail to meet its contractually guaranteed specified service metrics, and NewGenIvf could be obligated to provide the client with a fee reduction or a second chance for free, depending on their contract terms. The failure to maintain its selective network of high-quality fertility specialists or the failure of those specialists to meet and exceed its clients’ expectation, may result in a loss of or inability to grow or maintain its client base, which could adversely affect its business, financial condition and results of operations.

The medical facilities and professionals in NewGenIvf’s network could become the subject of litigation, allegations and other claims, and NewGenIvf is not insured against these liabilities.

NewGenIvf relies on the physicians and other medical professionals of the assisted reproductive medical facilities in its network to make proper clinical decisions regarding the diagnosis and treatment of clients. However, NewGenIvf does not have full and direct control over every step of clinical activities undertaken at each of the medical facilities. In addition, physicians and medical professionals outside NewGenIvf’s network may introduce

56

Table of Contents

patients to NewGenIvf and conduct medical treatments and/or procedures for such patients in NewGenIvf’s facilities. NewGenIvf enters into independent contractor agreements with such physicians and medical professionals and treats such patients as NewGenIvf’s own patients. As such, NewGenIvf will have to bear any liabilities arising from their medical treatments and/or procedures conducted in NewGenIvf’s facilities. Any incorrect clinical decision or malpractice on the part of physicia