UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ☐ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ☒ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date
of event requiring this shell company report: July 18, 2024
Commission
File Number: 001-42182
PS
International Group Ltd.
(Exact
name of Registrant as specified in its charter)
| Not applicable |
|
Cayman Islands |
| (Translation of Registrant’s name into English) |
|
(Jurisdiction of incorporation or organization) |
Unit 1002, 10/F
Join-in Hang Sing Centre
No.2-16 Kwai Fung Crescent, Kwai Chung
New Territories, Hong Kong
+852 2754-3320
(Address of principal executive offices)
Alex Ko
Chief Executive Officer
Telephone: +852 2754-3320
Email: investor_relations@psi-groups.com
At the address of the Company set forth above
(Name, Telephone, Email and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| Ordinary shares, par value $0.0001 per share |
|
PSIG |
|
The Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant
to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: 24,282,937
ordinary shares as of July 18, 2024.
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. Yes ☐ No ☐
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
| |
|
|
|
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 13(a) of the Exchange
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. |
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. Yes ☐ No ☒
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ |
International Financial Reporting Standards as issued by the International Accounting Standards Board |
☐ |
Other |
☐ |
If “Other” has been checked in response
to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐
Item 18 ☐
If securities are registered pursuant
to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any
of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes ☐ No ☐
TABLE OF CONTENTS
EXPLANATORY NOTE
On July 18, 2024 (the “Closing
Date”), PS International Group Ltd., a Cayman Islands exempted company (the “Company”), consummated the previously announced
business combination (the “Business Combination”) pursuant to the Business Combination Agreement, dated December 27, 2023
(the “Business Combination Agreement”), by and among (i) the Company, (ii) AIB Acquisition Corporation, a Cayman Islands exempted
company (“AIB”), (iii) PSI Group Holdings Ltd 利航國際控股有限公司,
a Cayman Islands exempted company (“PSI”), (iv) AIB LLC, a Delaware limited liability company (the “Sponsor”),
(v) PSI Merger Sub I Limited, a Cayman Islands exempted company (“PSI Merger Sub I”), and (vi) PSI Merger Sub II Limited,
a Cayman Islands exempted company (“PSI Merger Sub II”).
Pursuant to the Business Combination
Agreement, (a) PSI Merger Sub I merged with and into PSI (the “First Merger”) on July 16, 2024, with PSI surviving the First
Merger as a wholly-owned subsidiary of the Company and the outstanding shares of PSI being converted into the right to receive ordinary
shares of the Company (“Ordinary Shares”), and (b) PSI Merger Sub II merged with and into AIB (the “Second Merger”,
and together with the First Merger, the “Mergers”) on July 18, 2024, with AIB surviving the Second Merger as a wholly-owned subsidiary
of the Company and the outstanding securities of AIB being converted into the right to receive substantially equivalent securities of
the Company.
As
a result of the Mergers, (a) each of the ordinary shares of PSI that were issued and outstanding immediately prior to the effective
time of the First Merger was cancelled and converted into (i) the right to receive 90% of such number of Ordinary Shares equal to
the Exchange Ratio, and (ii) the contingent right to receive 10% of such number of Ordinary Shares equal to the Exchange Ratio in
accordance with the Business Combination Agreement and an Escrow Agreement, dated July 16,
2024 (the “Escrow Agreement”), by and between the Company, the Sponsor and Continental Stock Transfer & Trust Company,
as escrow agent. Each ordinary share of AIB that was issued and outstanding immediately prior to the effective time of the Second Merger
was cancelled and converted automatically into the right to receive one Ordinary Share. Each issued and outstanding right to receive one-tenth
(1/10) of one Class A ordinary share of AIB (“AIB Class A Ordinary Share”) upon the completion of the Business Combination
(“AIB Right”) was automatically converted into one-tenth of one Ordinary Share, provided that the Company did not issue
fractional shares in exchange for the AIB Rights. As used herein, the “Exchange Ratio” equals to 100.
On July 19, 2024, Ordinary
Shares commenced trading on The Nasdaq Capital Market (“Nasdaq”) under the symbol “PSIG.”
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This shell company report
on Form 20-F (including information incorporated herein by reference, this “Report”) contains or may contain forward-looking
statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. Forward-looking
statements include all statements that are not historical statements of fact and statements regarding, but not limited to, the respective
expectations, hopes, beliefs, intention or strategies of the Company, PSI or AIB regarding the future. You can identify these statements
by forward-looking words such as “may,” “expect,” “predict,” “potential,” “anticipate,”
“contemplate,” “believe,” “estimate,” “intends,” “will,” “would”
and “continue” or similar words. The risk factors and cautionary language referred to or incorporated by reference in this
Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described
in our forward-looking statements, including among other things, the matters identified in the section titled “Risk Factors”
of the Company’s Registration Statement on Form F-4 (Registration No. 333-279807) (as amended from time to time, the “Form
F-4”) filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2024, which are incorporated by reference
into this Report.
Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that
the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove
to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently
subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from
those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking
statements contained in this Report, or the documents to which we refer readers in this Report, to reflect any change in our expectations
with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A. Directors and Senior
Management
The directors and executive
officers of the Company upon the consummation of the Business Combination are set forth in the Form F-4, in the section titled “Management
of Pubco Following the Business Combination,” which is incorporated herein by reference. The business address for each of the Company’s
directors and executive officers is Unit 1002, 10/F, Join-in Hang Sing Centre, No.2-16 Kwai Fung Crescent, Kwai Chung, New Territories,
Hong Kong.
B. Adviser
Cooley LLP will act as counsel
to the Company upon and following the consummation of the Business Combination.
C. Auditors
WWC, P.C. acted as the independent
auditor of the Company as of December 31, 2022 and 2023 and for the years ended December 31, 2022 and 2023 and will continue to act as
the independent auditor of the Company upon the consummation of the Business Combination.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. [Reserved]
B. Capitalization and
Indebtedness
The following table sets
forth the capitalization of the Company on an unaudited pro forma combined basis as of December 31, 2023, after giving effect to the Business
Combination.
| As of December 31, 2023 (pro forma) |
|
($ in thousands) |
|
| Cash and cash equivalents |
|
|
9,246 |
|
| Total equity |
|
|
9,065 |
|
| Debt |
|
|
|
|
| Non-current debt |
|
|
17 |
|
| Current debt |
|
|
24,599 |
|
| Total indebtedness |
|
|
24,616 |
|
| Total capitalization |
|
|
33,681 |
|
C. Reasons for the Offer
and Use of Proceeds
Not applicable.
D. Risk Factors
The risk factors associated
with the Company are described in the Form F-4 in the section titled “Risk Factors,” which is incorporated herein by reference.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development
of the Company
The legal name of the Company
is PS International Group Ltd. The Company was incorporated as an exempted
company limited by shares under the laws of Cayman Islands on September 12, 2023, solely for the purpose of effectuating the Business
Combination. The history and development of the Company and the material terms of the Business Combination are described in the Form F-4
in the sections titled “Summary of the Proxy Statement/Prospectus,” “Proposal No. 1 — The Business Combination
Proposal,” “Information Related to Pubco” and “Description of Pubco Securities,” which are incorporated
herein by reference. See “Explanatory Note” in this Report for additional information regarding the Company and the Business
Combination. Certain information about the Company is set forth in “Item 4.B — Business Overview” and
is incorporated herein by reference.
The Company’s registered
office is c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, and the Company’s
principal executive office is Unit 1002, 10/F, Join-in Hang Sing Centre, No.2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong
Kong. The Company’s principal website address is www.profitsail.com. We do not incorporate the information contained on, or accessible
through, the Company’s websites into this Report, and you should not consider it a part of this Report. The SEC maintains an Internet
site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the
SEC. The SEC’s website is www.sec.gov.
B. Business Overview
Following and as a result
of the Business Combination, all business of the Company is conducted through PSI and its subsidiaries. A description of the business
is included in the Form F-4 in the sections titled “Information Related to PSI” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations of PSI,” which are incorporated herein by reference.
C. Organizational Structure
Following the consummation
of the Business Combination, PSI Merger Sub I has merged with and into PSI with PSI surviving as a wholly-owned subsidiary of the Company,
and PSI Merger Sub II has merged with and into AIB with AIB surviving as a wholly-owned subsidiary of the Company. The following diagram
depicts an organizational structure of the Company as of the date of this Report. All principal subsidiaries of the Company are set forth
in Exhibit 8.1 to this Report.
D. Property, Plants and
Equipment
Our property and equipment
are held through PSI. Information regarding PSI’s property and equipment is described in the Form F-4 in the section titled “Information
related to PSI — Facilities and Property,” which is incorporated herein by reference.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The discussion and analysis
of the financial condition and results of operation of the Company is included in the Form F-4 in the section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations of PSI,” which is incorporated herein by reference.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors
and Senior Management
The following table sets
forth certain information relating to the executive officers and directors of the Company as of the date of this Report.
| Name |
|
Age |
|
Position(s) |
| Yee Kit Chan |
|
66 |
|
Director and Chairman of the Board |
| Hok Wai Alex Ko |
|
52 |
|
Chief Executive Officer and Director |
| Chun Kit Tsui |
|
47 |
|
Chief Financial Officer |
| Yong Yao |
|
56 |
|
Director |
| Lai Ping Chan |
|
47 |
|
Director |
| Zijian Tong |
|
45 |
|
Director |
| Eric Chen |
|
49 |
|
Director |
| Tsao-Lung Lai |
|
50 |
|
Director Appointee |
Mr. Yee
Kit Chan is our founder and serves as Director and the Chairman of our board of directors. Mr. Chan also serves as a
director of PSIHK and BGG, the Operating Subsidiaries of our Group. Mr. Chan has over 40 years of experience in logistic and
supply chain operations. He commenced his career at JET Freight International (H.K.) Limited in 1980. From 1981 to 1982, Mr. Chan
worked as a manager at DAS Express (HK) Limited. Prior to the founding of PSIHK in 1993,
Mr. Chan worked at “K” Line Air Service (Hong Kong) Limited (formerly also known as “K” Line Air Service
Fast Forwarders Limited and Fast Forwarder Limited) from 1985 to 1993 with various positions including assistant sales manager, sales
manager, the sales manager of Asia Pacific region and the general manager of China region. Mr. Chan obtained a high school diploma
in 1978.
Mr. Hok
Wai Alex Ko serves as our Director and Chief Executive Officer. Mr. Ko has over 28 years of experience in logistics
and supply chain operations. From 1995 to 2007, Mr. Ko worked at United Airlines holding various positions in airport operations
and the sales department. From May 2007 to July 2015, Mr. Ko worked as a sales director at PSIHK, one of our Operating
Subsidiaries. Prior to re-joining the Company in February 2022, Mr. Ko founded Trans Orient Logistics (HK) Limited in Sep
2015 and served as its director. Mr. Ko obtained a Diploma in Management Studies jointly awarded by Lingnan University and the Hong Kong
Management Association in December 2006. Mr. Ko obtained a Diploma in Hotel Management from I.H.M.E.S. International
Hotel School in September 1992 and was awarded a Hospitality Management
Diploma from the Educational Institute of the American Hotel and Motel Association in October 1992. Mr. Ko was also awarded
Business and Technology Education Council (the “BTEC”) First Diploma in Hotel and Catering, BTEC National Diploma in Hotel,
Catering and Institutional Operations from BTEC in December 1991 and April 1994, respectively.
Mr. Chun
Kit Tsui has been our Chief Financial Officer since March 2022 and is primarily responsible for our accounting, financial
reporting, internal control and compliance functions. He has over 20 years of experience in audit, accounting and finance. Mr. Tsui
commenced his career at Lawrence Cheung C.P.A. Company Limited from June 2000 to January 2004 as an audit senior. He then
joined BDO McCabe Lo Limited from February 2004 to February 2005 as an audit senior associate. From February 2005 to August 2006,
Mr. Tsui was a lecturer at Hong Kong Institute of Vocational
Education. From October 2006 to July 2013, he joined PricewaterhouseCoopers Hong Kong, where he provided audit assurance
and accounting consulting services to customers in various industries, and his last position was a manager. From August 2013 to August 2020,
he served as the general finance manager of Beijing Energy International Holding Co., Ltd. (formerly known as Panda Green Energy Group
Limited)(stock code: 00686.HK). Prior to joining our Group, Mr. Tsui served as the finance director of Aceso Life Science Group Limited
(stock code: 00474.HK) from August 2020 to March 2022. Mr. Tsui obtained a bachelor’s degree in accountancy from
Hong Kong Polytechnic University in November 2000 and a Master degree in Professional Accountancy from University of London
in August 2018. He has been a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute
of Certified Public Accountants since August 2008 and December 2010, respectively.
Mr. Yong Yao
serves as our Director. Mr. Yao is an accomplished CFO with a decade-plus experience driving financial excellence in diverse
sectors. Since October 2023, Mr. Yao has served at Mountain Valley MD Holding Inc. (CSE:MVMD, OTCQX:MVMDF), a biotech company
listed on the Canadian Securities Exchange (“CSE”), with his current role as CFO. Mr. Yao played a pivotal role
in guiding the company from the biotech research and development stage to commercialization, expanding its reach across continents with
diverse business segmentations, including human healthcare, agriculture, husbandry animals, and aquatics. From October 2018 to August 2023,
Mr. Yao served as CFO and a director at Hanalytics Pte Ltd (BioMind®), a healthcare AI company, responsible for overseeing corporate
finance, treasury, compliance, and strategic planning. From June 2016 to October 2018, Mr. Yao served as the executive
director at Xinyuan Real Estate Co., Ltd. (“Xinyuan”), an NYSE-listed real estate developer and property manager company
(NYSE: XIN), and President of Xin Yan Capital, a Xinyuan subsidiary, responsible for facilitating IPO, overseeing global land acquisitions,
and managing real estate projects. Prior to that, Mr. Yao served as a vice president at Bank of America Merrill Lynch from April 2013
to June 2016, vice president at Morgan Stanley from January 2009 to April 2013, and senior manager at Scotia Bank Canada
from January 2002 to January 2009. Mr. Yao obtained his MBA degree from McGill University in July 2001 and a Bachelor
of Science degree in Biology from Nankai University in July 1990. Mr. Yao is designated as a Fellow Chartered Management Accountant
(“FCMA”) and Chartered Global Management Accountant (“CGMA”) by AICPA-CIMA UK.
Ms. Lai Ping Chan serves
as our Director. Ms. Chan has been a Hong Kong qualified solicitor since October 2004, with extensive experience in corporate finance.
Ms. Chan has been working with the senior management teams of listed companies and providing professional advisory services in relation
to corporate finance, governance and compliance, business strategies, commercial transactions and solutions to manage risk exposure consistent
with business goals. She is currently serving as the in-house legal counsel and director at Arbele Investment Limited (“Arbele”)
and its subsidiary, Caleb Biomedical Co., Ltd. Arbele is a biotech and biopharmaceutical company focused on invention of proprietary immunotherapeutic
platforms. Ms. Chan is a founder and director of Pingress Limited, an investment holding company. Ms. Chan served as a general counsel
& company secretary at Aceso Life Science Group Limited (HKEX: 474) and its subsidiary Hao Tian International Construction Investment
Group Limited (HKEX: 1341) each an investment holding company with diversified business in financial services, property development and
construction machinery leasing and trading from February 2019 to August 2022, and at Shandong Hi-Speed Holdings Group Limited (HKEX:
412), an investment holding company from February 2018 to January 2019. From April 2015 to January 2018, Ms. Chan served as chief legal
officer at Beijing Energy International Holding Co., Ltd. (HKEX: 686), an investment holding company for clean energy business. From March
to August 2020, Ms. Chan served as an independent non-executive director at Lerthai Group Limited (HKEX: 112, delisted since January
2021). From August 2002 to November 2023, Ms. Chan successively worked at law firms including Fred Kan & Co., Stevenson, Wong &
Co., Troutman Sanders, L&Y Law Office, etc., with her final position as a consultant. Ms. Chan obtained her master’s degree
in Corporate Finance from the Hong Kong Polytechnic University in 2007, a postgraduate certificate in law from the University of Hong
Kong in 2002, and a bachelor’s degree in law in 2001 from the same.
Mr. Zijian Tong serves
as our Director. Mr. Tong has 20 years of experience in capital market and corporate finance, and has a deep understanding in
transport and logistics industry with his extensive exposure in the French largest logistics group and later as an equity analyst covering
the public companies in the transport and logistics industry. Mr. Tong established Embrace Future International Limited, a capital
market and business consulting firm, in British Virgin Islands in December 2022 and has served as the sole director of the same since
then. Mr. Tong is engaged to help companies to transition from private to public status, provide professional advisory services to
support M&A, strategic investments, reverse taker-over, de-SPAC, investor relations and recapitalizations. From November 2017
to December 2021, Mr. Tong served as partner of CNZF Management Co. Ltd., a specialist investment and structuring firm headquartered
in Auckland that provides funds and services to its investor shareholders, originating and managing investments focused on Fintech, Agritech,
and real estate industries in the New Zealand. From January 2012 to June 2017, Mr. Tong served as the Investor Relations
Director and Board Secretary at China Talent Group (“CTG”), a prestigious privately-owned human resource outsourcing
service provider in Beijing, China, where he was primarily engaged in debt and equity financing matters. Mr. Tong served as a Vice
President at Finance of Rodobo Internatioanl Inc., a public company once listed on OTCBB from August 2010 to December 2011.
From 2006 to 2008, Mr. Tong served as the chief representative of CCG Investor Relations Beijing Office, providing investor relations
consulting services to over 50 Chinese companies listed on U.S. stock markets. Mr. Tong obtained his Master’s degree in
Bank and Insurance from Institut Des Hautes Etudes Economiques et Commerciales (“INSEEC”) in Bordeaux, France in April 2006
and Bachelor’s degree in economics from Dalian Maritime University Dalian, China in July 2001. Mr. Tong has been a member
of the Chartered Institute of Management Accountants (“CIMA”) since July 2017.
Mr. Eric Chen serves
as our Director. Mr. Chen served as the Chief Executive Officer of AIB from its inception until the consummation of the Business
Combination. Since 2017, he has been the CEO of American International Bank in New York, NY. From 2008 to 2014, Mr. Chen
served as Senior Vice-President of Macquarie Group Limited in Beijing, China. From 2003 to 2008, he served as Vice-President (Global
Special Situations Group) of Citigroup Hong Kong. Mr. Chen worked as a Specialist (Asset Management Department) of Taiwan Asset
Management Corporation (TAMCO) from 2002 to 2003. Mr. Chen received his Master of Science degree in Actuarial Science from Boston
University in 2000 and Bachelor of Arts in Administrative and Commercial Studies from University of Western Ontario in 1995.
Mr. Tsao-Lung
Lai has agreed to serve as our Director effective on July 27, 2024. Mr. Lai has extensive experience and expertise in the
financial industry. Mr. Lai has served as the executive director and Head of asset management business at CTBC Asia Limited, a
securities company based in Hong Kong, since March 2022, where he is responsible for directing and overseeing the effective
management of the overall asset management operations. Mr. Lai also currently serves as the manager-in-charge of the overall
management oversight (“MIC of OMO”) and a licensed responsible officer (“RO”) authorized by the Securities
and Future Commission of Hong Kong (“SFC”). Mr. Lai has served as the non-executive director at Land and Houses
Securities Public Company limited, a financial services companies in Thailand, since April 2024, and a director of CTBC Funds SPC
since August 2023. Prior to his current positions, Mr. Lai served as managing director, MIC of OMO and SFC licensed RO at HS
Securities Limited from September 2020 to February 2022, responsible for monitoring all business sector and ensuring the
effectiveness of overall operation. From January 2013 to August 2020, Mr. Lai served as the Chairman and managing director at TC
Concord Securities Limited, supervising all departments and overseeing both frontline and back-office staff. Prior
to that, Mr. Lai served as a director of International Business at Phillip Securities (Hong Kong) Limited from May 2007 to December
2012, where he was primarily responsible for establishing strategic alliances with domestic and foreign institutions and delivering
quality solutions and services to financial institutions and investors. Mr. Lai also served for Polaris Securities Group from August
2000 to March 2007, with his last position as the managing director of Polaris Securities (Hong Kong) Limited. Mr. Lai obtained his
Master of Science in Actuarial Science from Boston University in September 1998 and an Honor Bachelor of Science from the University
of Toronto in July 1997.
Mr. Axel Hoerger has
resigned as a Director of the Company due to personal reasons which has been effective. None of the events listed in
Item 401(f) of Regulation S-K has occurred during the past ten years that is material to the evaluation of
the ability or integrity of any of our directors, director nominees or executive officers.
B. Compensation
Information pertaining to
the compensation of the directors and executive officers of the Company is set forth in the Form F-4, in the sections titled “PSI’s
Directors and Executive Officers — Compensation of Directors and Executive Officers,” “Management of Pubco Following
the Business Combination — Employment Agreements and Indemnification Agreements” and “Management of Pubco Following
the Business Combination — 2024 Share Incentive Plan,” which are incorporated herein by reference.
C. Board
Practices
Information pertaining to
the Company’s board practices is set forth in the Form F-4, in the section titled “Management of Pubco Following the Business
Combination — Board Committees,” which is incorporated herein by reference.
D. Employees
Information pertaining to
the Company’s employees is set forth in the Form F-4, in the section titled “Information Related to Pubco — Employees,”
which is incorporated herein by reference.
E. Share
Ownership
Ownership of the Ordinary
Shares by its directors and executive officers upon the consummation of the Business Combination is set forth in Item 7.A of this Report.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS
A. Major
Shareholders
The following table sets
forth information regarding the beneficial ownership of Ordinary Shares as of July 18, 2024 by:
| ● | each person known by us to be the beneficial owner of more
than 5% of Ordinary Shares; |
| ● | each of our directors and executive officers; and |
| ● | all our directors and executive officers as a group. |
Beneficial ownership is
determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if that person
possesses sole or shared voting or investment power over that security. A person is also deemed to be a beneficial owner of securities
that the person has a right to acquire within 60 days including, without limitation, through the exercise of any option, warrant or other
right or the conversion of any other security. Such securities, however, are deemed to be outstanding only for the purpose of computing
the percentage beneficial ownership of that person but are not deemed to be outstanding for the purpose of computing the percentage beneficial
ownership of any other person. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.
The calculations of the
percentage of beneficial ownership are based on 24,282,937 Ordinary Shares issued and outstanding, as of July 18, 2024.
Unless otherwise indicated,
we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially
owned by them.
| | |
Ordinary
Shares | | |
%
of Total
Ordinary
Shares /
Voting Power | |
| Directors and Executive
Officers* | |
| | |
| |
| Yee
Kit Chan(1) | |
| 15,534,000 | | |
| 64.0 | % |
| Hok
Wai Alex Ko(2) | |
| 469,000 | | |
| 1.9 | % |
| Chun
Kit Tsui(3) | |
| 266,000 | | |
| 1.1 | % |
| Yong
Yao | |
| — | | |
| — | |
| Lai
Ping Chan | |
| — | | |
| — | |
| Zijian
Tong | |
| — | | |
| — | |
| Tsao-Lung
Lai | |
| — | | |
| — | |
| Eric
Chen(4) | |
| 2,558,437 | | |
| 10.5 | % |
| All
Directors and Executive Officers as a Group (8 individuals) | |
| 18,827,437 | | |
| 77.5 | % |
| | |
| | | |
| | |
| Principal
Shareholders | |
| | | |
| | |
| Grand
Pro Development Limited(1) | |
| 13,534,000 | | |
| 55.7 | % |
| AIB
LLC(4) | |
| 2,558,437 | | |
| 10.5 | % |
| Profit
Sail SAS Holdings Company Limited(1) | |
| 2,000,000 | | |
| 8.2 | % |
| Active
Move Group Holdings Limited(5) | |
| 1,800,000 | | |
| 7.4 | % |
| * | The business address for the directors and executive officers
of the Company will be Unit 1002, 10/F, Join-in Hang Sing Centre, No.2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong. |
| (1) | Mr. Yee Kit Chan controls 100% of each of Grand Pro Development
Limited and Profit Sail SAS Holdings Company Limited. Mr. Yee Kit Chan may be deemed the beneficial owner of the shares held by Grand
Pro Development Limited and Profit Sail SAS Holdings Company Limited. |
| (2) | Represents 469,000 Ordinary Shares that Hok Wai Alex Ko has
the rights to acquire within 60 days of the Closing Date, by exercising the options granted and vested on the Closing Date under the
2024 share incentive plan adopted by the Company, effective upon the Closing Date (the “2024 Plan”). |
| (3) | Represents 266,000 Ordinary Shares that Chun Kit Tsui has the
rights to acquire within 60 days of the Closing Date, by exercising the options granted and vested under the 2024 Plan on the Closing
Date. |
| (4) | Represents (i) 2,501,875 Ordinary Shares received by the Sponsor
in exchange for the Founder Shares (as defined in the Business Combination Agreement) held by the Sponsor, (ii) 34,562 Ordinary Shares
received by the Sponsor in exchange for the 34,562 AIB Class A Ordinary Shares underlying the Private Rights (as defined in the Business
Combination Agreement) held by the Sponsor, and (iii) 22,000 Ordinary Shares received by the Sponsor to settle working capital loans of $200,000 due to the Sponsor. Mr. Eric Chen has voting and dispositive power over the shares held by the Sponsor. As such,
Eric Chen may be deemed as the beneficial owner of the Ordinary Shares held by the Sponsor. |
| (5) | Mr. Kin Yin Alfred Kwong controls 100% of Active Move Group
Holdings Limited. Mr. Kin Yin Alfred Kwong may be deemed as the beneficial owner of the Ordinary Shares held by Active Move Group Holdings
Limited. |
B. Related Party Transactions
Information pertaining to
the Company’s related party transactions is set forth in the Form F-4 in the section titled “Certain Relationships and Related
Person Transactions — PSI Relationships and Related Party Transactions,” which is incorporated herein by reference.
C. Interests of Experts
and Counsel
None / Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements
and Other Financial Information
Financial Statements
Consolidated financial statements
have been filed as part of this Report. See Item 18 “Financial Statements.”
Legal Proceedings
Legal or arbitration proceedings
are described in the Form F-4 in the section titled “Information Related to Pubco — Legal Proceedings,” which is incorporated
herein by reference.
Dividend Policy
The Company’s policy
on dividend distributions is described in the Form F-4 in the section titled “Description of Pubco Securities—Ordinary Shares—Dividends,”
which is incorporated herein by reference.
ITEM 9. THE OFFER AND LISTING
A. Offer
and Listing Details
Ordinary Shares are listed
on Nasdaq under the symbol “PSIG.” Holders of Ordinary Shares should obtain current market quotations for their securities.
B. Plan of Distribution
Not applicable.
C. Markets
Ordinary Shares are listed
on Nasdaq under the symbol “PSIG.”
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
The Company’s authorized
share capital is 500,000,000 ordinary shares of par value of US$0.0001 per share. As of July 18, 2024, subsequent to the Closing Date,
24,282,937 Ordinary Shares were outstanding and issued.
B. Memorandum
and Articles of Association
The amended and restated
articles of association of the Company (“Company Charter”) effective as of July 16, 2024 are filed as part of this Report.
The description of the Company
Charter contained in the Form F-4 in the section titled “Description of Pubco Securities” is incorporated herein by reference.
C. Material Contracts
Material Contracts Relating to the
Business Combination
Business Combination Agreement
The description of the Business
Combination Agreement in the Form F-4 in the section titled “Proposal No. 1 — The Business Combination Proposal” is
incorporated herein by reference.
Related Agreements
The description of the material
provisions of certain additional agreements entered into pursuant to the Business Combination Agreement in the Form F-4 in the section
titled “The Business Combination Agreement and Other Transaction Documents — Related Agreements and Documents” is incorporated
herein by reference.
D. Exchange
Controls
There are no governmental
laws, decrees, regulations or other legislation in the Cayman Islands that may affect the import or export of capital, including the availability
of cash and cash equivalents for use by the Company, or that may affect the remittance of dividends, interest, or other payments by the
Company to non-resident holders of its Ordinary Shares. There is no limitation imposed by the laws of the Cayman Islands or in the Company
Charter on the right of non-residents to hold or vote shares.
E. Taxation
Information pertaining to
tax considerations is set forth in the Form F-4, in the section titled “Material Tax Considerations,” which is incorporated
herein by reference.
F. Dividends
and Paying Agents
Information regarding Company’s
policy on dividends is described in the Form F-4, in the section titled “Description of Pubco Securities — Ordinary Shares
— Dividends,” which is incorporated herein by reference. The Company has not identified a paying agent.
G. Statement by Experts
The consolidated financial
statements of the Company and its subsidiaries incorporated by reference in this Report have been so incorporated by reference in reliance
upon such report of WWC, P.C., an independent registered public accounting
firm, upon the authority of the said firm as expert in accounting and auditing.
The financial statements
of AIB incorporated by reference in this Report have been so incorporated by reference in reliance upon such report of UHY LLP, an independent
registered public accounting firm, upon the authority of the said firm as expert in accounting and auditing.
H. Documents
on Display
We are subject to certain
of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from
the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors
and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section
16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial
statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However,
we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting
firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three
fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with
or furnish electronically with the SEC.
I. Subsidiary Information
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The information set forth
in the Form F-4, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation
of PSI — Quantitative and Qualitative Disclosures about Market Risk,” is incorporated herein by reference.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PART II
Not applicable.
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
The audited financial statements
of AIB as of December 31, 2022 and 2023, and for the years ended December 31, 2022 and 2023 contained in the Form F-4 between pages F-3
and F-49 are incorporated herein by reference.
The audited consolidated
financial statements of the Company and its subsidiaries as of December 31, 2022 and 2023, and for the years ended December 31, 2022 and
2023 contained in the Form F-4 between pages F-51 and F-77 are incorporated herein by reference.
The unaudited pro forma
condensed combined financial information of the Company and AIB are attached as Exhibit 15.1 to this Report.
ITEM 19. EXHIBITS
EXHIBIT INDEX
| EXHIBIT NUMBER |
|
DESCRIPTION |
| 1.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company, effective on July 16, 2024 (incorporated by reference to Exhibit 3.1 to Company’s Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-279807), as amended, initially filed with the SEC on June 14, 2024) |
| 2.1 |
|
Specimen Ordinary Share Certificate of the Company (incorporated by reference to Exhibit 4.1 to Company’s Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-279807), as amended, initially filed with the SEC on June 14, 2024) |
| 2.2 |
|
Rights Agreement dated January 18, 2022, between AIB Acquisition Corporation and Continental Stock Transfer & Trust Company, as rights agent (incorporated herein by reference to Exhibit 4.1 to AIB’s Current Report on Form 8-K, filed with the SEC on January 24, 2022) |
| 3.1 |
|
Registration Rights Agreement, dated January 18, 2022, by and among AIB and certain security holders (incorporated herein by reference to Exhibit 10.3 to AIB’s Current Report on Form 8-K, filed with the SEC on January 24, 2022) |
| 3.2 |
|
Private Placement Unit Purchase Agreement, dated January 18, 2022, by and between AIB and AIB LLC (incorporated herein by reference to Exhibit 10.5 to AIB’s Current Report on Form 8-K, filed with the SEC on January 24, 2022) |
| 3.3 |
|
Unit Purchase Option, dated January 21, 2022, issued by AIB to Maxim Partners LLC (incorporated herein by reference to Exhibit 10.6 to AIB’s Current Report on Form 8-K, filed with the SEC on January 24, 2022) |
| 3.4 |
|
Administrative Support Agreement, dated January 18, 2022, by and between AIB and the Sponsor (incorporated herein by reference to Exhibit 10.7 to AIB’s Current Report on Form 8-K, filed with the SEC on January 24, 2022) |
| 3.5 |
|
Form of Lock-Up Agreement, dated as of December 27, 2023, by and among the Company, AIB LLC, PSI, AIB, and shareholders of PSI (incorporated herein by reference to Exhibit 10.2 to AIB’s Current Report on Form 8-K, filed with the SEC on January 3, 2024) |
| 3.6 |
|
Form of Shareholder Support Agreement, dated as of December 27, 2023, by and among the Company, PSI, certain shareholders of PSI, AIB, certain shareholders of AIB, and AIB LLC (incorporated herein by reference to Exhibit 10.3 to AIB’s Current Report on Form 8-K, filed with the SEC on January 3, 2024) |
| 3.7 |
|
Form of Registration Rights Agreement, dated as of December 27, 2023, by and among the Company, AIB, and certain investors of AIB and PSI (incorporated herein by reference to Exhibit 10.4 to AIB’s Current Report on Form 8-K, filed with the SEC on January 3, 2024) |
| 3.8*# |
|
Share Escrow Agreement, dated as of July 16, 2024, by and among the Company, Sponsor, and Continental Stock Transfer & Trust Company as Escrow Agent |
| 4.1# |
|
Business Combination Agreement, among the Company, PSI, AIB, Sponsor, PSI Merger Sub I, and PSI Merger Sub II, dated December 27, 2023 (incorporated by reference to Exhibit 2.1 to Company’s Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-279807), as amended, initially filed with the SEC on June 14, 2024) |
| 4.2 |
|
Plan of Second Merger (incorporated by reference to Exhibit 2.2 to Company’s Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-279807), as amended, initially filed with the SEC on June 14, 2024) |
| 4.3† |
|
2024 Share Incentive Plan of the Company (incorporated by reference to Exhibit 10.19 to Company’s Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-279807), as amended, initially filed with the SEC on June 14, 2024) |
| 4.4† |
|
Form of Indemnification Agreement between the Company and each executive officer and director of the Company (incorporated herein by reference to Exhibit 10.1 to Company’s Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-279807), as amended, initially filed with the SEC on June 14, 2024) |
| 4.5† |
|
Form of Employment Agreement between the Company and each executive officer of the Company (incorporated herein by reference to Exhibit 10.2 to Company’s Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-279807), as amended, initially filed with the SEC on June 14, 2024) |
| 4.6† |
|
Form of Director Agreement between Registrant and each director of the Company (incorporated herein by reference to Exhibit 10.3 to Company’s Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-279807), as amended, initially filed with the SEC on June 14, 2024) |
| 8.1* |
|
List of principal subsidiaries of the Company |
| 11.1 |
|
Code of Business Conduct and Ethics of the Company, effective on July 18, 2024 (incorporated herein by reference to Exhibit 99.2 to Company’s Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-279807), as amended, initially filed with the SEC on June 14, 2024) |
| 15.1* |
|
Unaudited Pro Forma Condensed Combined Financial Information of the Company and AIB |
| 15.2* |
|
Consent of WWC, P.C., independent public accountant to PSI |
| 15.3* |
|
Consent of UHY LLP, independent public accountant to AIB Acquisition Corporation |
| † | Indicates a management contract or any compensatory plan, contract
or arrangement. |
| # | Schedules and annexes have been omitted |
SIGNATURE
The registrant hereby certifies
that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this
Report on its behalf.
| |
PS International Group Ltd. |
| |
|
|
| July 24, 2024 |
By: |
/s/ Yee Kit Chan |
| |
|
Name: |
Yee Kit Chan |
| |
|
Title: |
Director |
14
Exhibit 3.8
SHARE ESCROW AGREEMENT
THIS ESCROW AGREEMENT (“Agreement”)
is made and entered into as of July 16, 2024, by and among (1) PS International Group Ltd., an exempted company incorporated with limited
liability in the Cayman Islands (“Pubco”), (2) AIB LLC, a Delaware limited liability company (the “SPAC Representative”)
and (3) Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
WHEREAS, (i) AIB Acquisition
Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), (ii) the SPAC
Representative, (iii) Pubco, (iv) PSI Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands
and a wholly-owned subsidiary of Pubco (“First Merger Sub”), (v) PSI Merger Sub II Limited, an exempted company incorporated
with limited liability in the Cayman Islands and a wholly owned subsidiary of Pubco (“Second Merger Sub”), and (vi)
PSI Group Holdings Ltd 利航國際控股有限公司, an exempted company incorporated
with limited liability in the Cayman Islands (the “Company”) have entered into a business combination agreement, dated
as of December 27, 2023 (the “Business Combination Agreement”), pursuant to which, among other things, (i) First Merger
Sub will merge with and into the Company, and (ii) certain share issuances are to be made to the Company Shareholders (as defined below).
A copy of the Business Combination Agreement is attached hereto as Exhibit A;
WHEREAS, the Business Combination
Agreement contemplates the establishment of an escrow account on or prior to the closing of the First Merger (as defined in the Business
Combination Agreement) in connection with certain merger consideration adjustment as provided in the Business Combination Agreement; and
WHEREAS, the parties hereto
desire to enter into this Agreement to set forth the terms and conditions of the escrow arrangement.
NOW THEREFORE, in consideration
of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
(a) Pubco
hereby appoints the Escrow Agent as its escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment
under the terms and conditions set forth herein.
(b) All
capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Business Combination Agreement.
The Escrow Agent shall act only in accordance with the terms and conditions contained in this Agreement and shall have no duties or obligations
with respect to the Business Combination Agreement.
(a) At
or following the First Merger Effective Time and in accordance with the Business Combination Agreement, Pubco agrees to deposit with the
Escrow Agent 2,000,000 Ordinary Shares of Pubco (“Escrow Shares”). The Escrow Agent shall hold, for the benefit of
each Company Shareholder (as defined below) set forth in Schedule 3 of this Agreement, such number of Escrow Shares as set forth
opposite such Company Shareholder’s name under Schedule 3 as a book-entry position registered in the name of “Continental
Stock Transfer & Trust as Escrow Agent for the benefit of ________________.”
(b) During
the term of this Agreement, Company Shareholders shall not have the right to exercise any voting rights with respect to any of the Escrow
Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted
the Escrow Shares in the same proportion that the number of Ordinary Shares of Pubco owned by all Company Shareholders are voted. In the
absence of notice as to the proportion that the number of Ordinary Shares of Pubco owned by all other Company Shareholders are voted,
the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. As used in this Agreement, the term “Company
Shareholders” refers to the Persons who were shareholders of the Company immediately prior to the First Merger Effective Time
or their respective Affiliates to which the rights under this Agreement have been assigned as set forth herein.
(c) Any
dividends paid with respect to the Escrow Shares shall be deemed part of the escrow and be delivered to the Escrow Agent to be held in
a bank account and be deposited in a non-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent.
(d) In
the event of any share split, reverse share split, share dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to the ordinary shareholders
of Pubco, other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with
the terms of the Agreements.
| 3. | Disposition and Termination |
(a) The
Escrow Agent shall administer the Escrow Shares in accordance with written instructions jointly provided by Pubco and the SPAC Representative
to the Escrow Agent to release the Escrow Shares, or any portion thereof, as set forth in such instruction. The Escrow Agent shall make
distributions of the Escrow Shares only in accordance with a written instruction.
(b) Upon
the delivery of all the Escrow Shares by the Escrow Agent in accordance with the terms of this Agreement and instructions, this Agreement
shall terminate, subject to the provisions of Section 6.
(a) The
Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial
in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of,
nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between Pubco and the
SPAC Representative and any other Person, in connection herewith, if any, including without limitation the Business Combination Agreement
or nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligation
of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement.
(b) In
the event of any conflict between the terms and provisions of this Agreement, those of the Business Combination Agreement, any schedule
or exhibit attached to this Agreement, or any other agreement between Pubco and the SPAC Representative or any other Person, the terms
and conditions of this Agreement shall control.
(c) The
Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction
or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by Pubco and the SPAC Representative
jointly without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any beneficiary
or other Person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer
or distribution of the Escrow Shares, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in
accordance with Section 9 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required
hereunder and as set forth in Section 10. The Escrow Agent shall be under no duty to inquire into or investigate the validity,
accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments
which may be due nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts
deposited with it hereunder.
(d) The
Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that a
final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct
was the primary cause of any loss to either Pubco, the SPAC Representative or the Company Shareholders. The Escrow Agent may execute any
of its powers and perform any of its duties hereunder directly or through affiliates or agents.
(e) The
Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall
not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reliance upon, the advice or opinion
of any such counsel, accountants or other skilled persons except to the extent that a final adjudication of a court of competent jurisdiction
determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either Pubco, the
SPAC Representative or the Company Shareholders. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity
as to its duties or rights hereunder or shall receive instructions, claims or demands from Pubco and the SPAC Representative jointly,
which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and
its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates
such ambiguity or uncertainty to the satisfaction of the Escrow Agent or by a final and non-appealable order or judgement of a court of
competent jurisdiction Pubco and the SPAC Representative agree to pursue any redress or recourse in connection with any dispute without
making the Escrow Agent a party to the same.
(a) The
Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days’ advance notice in
writing of such resignation to Pubco and the SPAC Representative specifying a date when such resignation a date when such resignation
shall take effect, provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance
with this Section 5. If Pubco and the SPAC Representative have failed to jointly appoint a successor Escrow Agent prior to the
expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction
for the appointment of a successor Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon
all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold
the Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute Escrow Agent, if any,
or in accordance with the directions of a final order or judgement of a court of competent jurisdiction, at which time of delivery the
Escrow Agent’s obligations hereunder shall ease and terminate, subject to the provisions of Section 7 below.
(b) Any
entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially
all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
| 6. | Compensation and Reimbursement |
The Escrow Agent shall be entitled
to compensation for its services under this Agreement as Escrow Agent and for reimbursement for its reasonable out-of-pocket costs and
expenses, in the amounts and payable as set forth on Schedule 2. The Escrow Agent shall also be entitled to payments of any amounts
to which the Escrow Agent is entitled under the indemnification provisions contained herein as set forth in Section 7. All such
costs, fees, expenses and payments shall be split between Pubco and the SPAC Representative equally. The obligations of Pubco and the
SPAC Representative set forth in this Section 6 shall survive the resignation, replacement or removal of the Escrow Agent or the
termination of this Agreement.
(a) The
Escrow Agent shall be indemnified and held harmless by Pubco and the SPAC Representative from and against any expenses, including counsel
fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim
which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, other
than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the
Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the
other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an
action in the Nature of Interpleader in any state of federal court located in New York County, State of New York.
(b) The
Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgement, and
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is
believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be
bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing
delivered to the Escrow Agent are affected, unless it shall have given its prior written consent thereto.
(c) The
Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or
powers conferred upon it by this Agreement, and may consult with counsel of its own choice and shall have full and complete authorization
and indemnification, for any action take or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.
(d) This
Section 7 shall survive termination of this Agreement or the resignation, replacement or removal of the Escrow Agent for any reason.
| 8. | Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting |
(a) Patriot
Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Escrow Agent to implement reasonable procedures to verify the
identity of any Person that opens a new account with it. Accordingly, Pubco and the SPAC Representative acknowledges that Section 326
of the USA PATRIOT Act and the Escrow Agents’ identity verification procedures require the Escrow Agent to obtain information which
may be used to confirm Pubco’s and the SPAC Representative’s identity including without limitation name, address and organizational
documents (“identifying information”). Each of Pubco and the SPAC Representative agrees to provide the Escrow Agent
with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening
an account with or using any service provided by the Escrow Agent.
(b) Such
underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original
issue discount to the IRS or other taxing authority.
(a) All
communications hereunder shall be in writing and except for communications from Pubco and the SPAC Representative setting forth, claiming,
containing, objecting to, or in any way related to the full or partial transfer or distribution of the Escrow Shares, including but not
limited to transfer instructions (all of which shall be specifically governed by Section 10 below), all notices and communications
hereunder shall be deemed to have been duly given and made if in writing and if (i) served by personal delivery upon the party for whom
it is intended, (ii) delivered by registered or certified mail, return receipt requested, or by Federal Express or similar overnight courier,
or (iii) sent by facsimile or email, electronically or otherwise, to the party at the address set forth below, or such other address as
may be designated in writing hereafter, in the same manner, by such party:
If to Pubco:
PS International Group Ltd.
Room 1002, 10/F., Join-In Hang Sing
Centre, No.2-16 Kwai Fung Crescent
Kwai Chung, New Territories
Attn: William Chan
Telephone No.: +852-27543320
Email: project.psi@profitsail.com
with a copy, which shall not constitute
notice, to:
Cooley LLP
c/o Suites 3501-3505, 35/F, Two Exchange
Square
8 Connaught Place, Central, Hong Kong
Attn: Will H. Cai
Email: wcai@cooley.com
If to the SPAC Representative:
AIB LLC
875 Third Avenue, Suite M204A
New York, New York 10022
U.S.A.
Attn: Eric Chen
Telephone No.: +1 (212) 380-8128
Email: eric.chen@aibspac.com
with a copy, which shall not constitute
notice, to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
U.S.A.
Attn: Barry I. Grossman, Esq.
Facsimile No.: +1 (212) 370-7889
Telephone No.: +1 (212) 370-1300
Email: bigrossman@egsllp.com
If to the Escrow Agent:
Continental Stock Transfer and Trust
One State Street – 30th
Floor
New York, New York 10004
Facsimile No: (212) 616-7615
Attention:
(b) Notwithstanding
the above, in the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the
date received by an officer of the Escrow Agent or any employee of the Escrow Agent who reports directly to any such offer at the above-referenced
office. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use
such other means of communication as the Escrow Agent deems appropriate. For purposes of this Agreement, “Business Day”
shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent or Pubco located at the notice addresses set
forth above is authorized or required by law or executive order to remain closed.
(a) Notwithstanding
anything to the contrary as set forth in Section 9, any instructions setting forth, claiming, containing, objecting to, or in any
way related to the transfer distribution, including but not limited to any transfer instructions that may otherwise be set forth in a
written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile
or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares,
or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction
by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to Pubco and the SPAC Representative
by the Escrow Agent in accordance with Section 9 and as further evidenced by a confirmed transmittal to that number.
(b) In
the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail),
the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on
Schedule 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated.
The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the Escrow Agent.
If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 1, the Escrow Agent is hereby
authorized both to receive written instructions from and seek confirmation of such instructions by officers of Pubco and the SPAC Representative
(collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer,
General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer shall
deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting
to be any such officer.
(c) Each
of Pubco and the SPAC Representative acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account
of recipient jointly designated by Pubco and the SPAC in writing.
| 11. | Compliance with Court Officers |
(a) In
the event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed
or enjoined by an order of a court, or any order, judgement of decree shall be made or entered by any court order affecting the property
deposited under this Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs,
orders or decrees so entered or whether with or without jurisdiction, and in the event that the Escrow Agent reasonably obeys or complies
with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation,
by reason of such compliance notwithstanding such writ, order or decree by subsequently reversed, modified, annulled, set aside or vacated.
(a) Except
for changes to transfer instructions as provided in Section 10, the provisions of this Agreement may be waived, altered, amended
or supplemented, in whole or in part, only by a writing signed by the Escrow Agent, Pubco and the SPAC Representative. Neither this Agreement
nor any right or interest hereunder may be assigned in whole or in part by the Escrow Agent Pubco or the SPAC Representative except as
provided in Section 5, without the prior consent of the non-assigning parties. This Agreement shall be governed by and construed
under the laws of the State of New York. Each of Pubco, the SPAC Representative and the Escrow Agent irrevocably waives any objection
on the grounds of venue, forum non-convenience or any similar grounds and irrevocably consents to service of process by mail or in any
other manner permitted by applicable law and consents to the jurisdiction of any court of the State of New York or United States federal
court, in each case, sitting in New York County, New York. To the extent that in any jurisdiction any party may now or hereafter be entitled
to claim for itself or its assets, immunity from suit, execution attachment (before or after judgement), or other legal process, such
party shall not claim, and it hereby irrevocably waives, such immunity. The parties further hereby waive any right to a trial by jury
with respect to any lawsuit or judicial proceedings arising or relating to this Agreement. No party to this Agreement is liable to any
other party for losses due to, or if it is unable to perform its obligations under the terms of this Agreement because of, acts of God,
fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control.
(b) This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. All signatures of the parties to this Agreement may be transmitted by facsimile or other electronic transmission
(including e-mail), and such facsimile or other electronic transmission (including e-mail) will, for all purposes, be deemed to be the
original signature of such party whose signature it reproduces, and will be binding upon such party. If any provision of this Agreement
is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof,
and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any
other jurisdiction. Except with respect to the Company Shareholders under Sections 4(d) and 4(e), a Person who is not a
party to this Agreement shall have no right to enforce any term of this Agreement. The parties represent, warrant and covenant that each
document, notice, instruction or request provided by such party to the other party shall comply with applicable laws and regulations.
Where, however, the conflicting provisions of any such applicable law may be waived, they are hereby irrevocably waived by the parties
hereto to the fullest extent permitted by law, to the end that this Agreement shall be enforced as written. Except as expressly provided
in Section 7 above, nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than
the Escrow Agent, Pubco, or the SPAC Representative any legal or equitable right, remedy, interest or claim under or in respect of this
Agreement or the Escrow Shares escrowed hereunder.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date set forth above.
| |
Pubco: |
| |
|
| |
PS International Group Ltd. |
| |
|
| |
By: |
/s/ Yee Kit CHAN |
| |
Name: |
Yee Kit CHAN |
| |
Title: |
Director |
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date set forth above.
| |
SPAC Representative: |
| |
|
| |
AIB LLC |
| |
|
| |
By: |
/s/ Eric Chen |
| |
Name: |
Eric Chen |
| |
Title: |
Managing Member |
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date set forth above.
| |
ESCROW AGENT: |
| |
|
| |
CONTINENTAL STOCK TRANSFER AND TRUST |
| |
|
| |
By: |
/s/ Michael Goedecke |
| |
Name: |
Michael Goedecke |
| |
Title: |
Vice President |
Exhibit 15.1
UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
PS
International Group Ltd. (the “Company”) is providing the following selected unaudited pro forma condensed combined
financial information to aid you in your analysis of the financial aspects of the transactions.
The unaudited pro forma combined
balance sheet as of December 31, 2023 gives pro forma effect to the Business Combination (as defined below) as if it had been consummated
as of that date. The unaudited pro forma combined statement of operations for the twelve months ended December 31, 2023 give pro
forma effect to the Business Combination as if it had occurred as of the beginning of the earliest period presented. The unaudited pro
forma combined balance sheet is presented as of December 31, 2023 and the unaudited pro forma combined statement of operations is presented
for the year ended December 31, 2023.
This information should be
read together with audited financial statements and related notes of PSI Group
Holdings Ltd (“PSI”) and AIB Acquisition Corporation (“AIB”),
“Management’s Discussion and Analysis of Financial Condition and Results of Operations of PSI,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations of AIB” and other financial information included elsewhere
in Company’s Registration Statement on Form F-4 (Registration No. 333-279807) (as amended, the “Form F-4”) initially
filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2024.
Unless the context otherwise
indicated, capitalized terms used herein shall have the same meanings as those defined in the Company’s shell company report on
Form 20-F (the “Report”) filed with the SEC on July 24, 2024.
The unaudited pro forma combined
balance sheet as of December 31, 2023 has been prepared using the following:
| ● | PSI’s historical audited consolidated balance sheet
as of December 31, 2023, as included in Form F-4; and |
| ● | AIB’s historical audited balance sheet as of December
31, 2023, as included in Form F-4. |
The unaudited pro forma combined
statement of operations for the twelve months ended December 31, 2023 have been prepared using the following:
| ● | PSI’s historical audited consolidated statement of
operations for the year ended December 31, 2023, as included in Form F-4; and |
| ● | AIB’s historical audited statement of operations for
the year ended December, 2023, as included in Form F-4 |
Description of the Business Combination
On July 18, 2024 (the “Closing
Date”), the Company consummated the previously announced business combination
(the “Business Combination”) pursuant to the Business Combination Agreement, dated December 27, 2023 (the “Business
Combination Agreement”), by and among (i) PS International Group Ltd. (the “Company”),
(ii) AIB Acquisition Corporation, a Cayman Islands exempted company (“AIB”), (iii) PSI Group Holdings Ltd 利航國際控股有限公司,
a Cayman Islands exempted company (“PSI”), (iv) AIB LLC, a Delaware limited liability company (the “Sponsor”),
(v) PSI Merger Sub I Limited, a Cayman Islands exempted company (“PSI Merger Sub I”), and (vi) PSI Merger Sub II Limited,
a Cayman Islands exempted company (“PSI Merger Sub II”).
Pursuant to the Business Combination
Agreement, (a) PSI Merger Sub I merged with and into PSI (the “First Merger”) on July 16, 2024, with PSI surviving the First
Merger as a wholly-owned subsidiary of the Company and the outstanding shares of PSI being converted into the right to receive ordinary
shares of the Company (“Ordinary Shares”), and (b) PSI Merger Sub II merged with and into AIB (the “Second Merger”,
and together with the First Merger, the “Mergers”) on July 18, 2024, with AIB surviving the Second Merger as a wholly-owned subsidiary
of the Company and the outstanding securities of AIB being converted into the right to receive substantially equivalent securities of
the Company.
Accounting for the Business Combination
The Business Combination was
accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, AIB was treated as the “acquired”
company for financial reporting purposes. This determination was primarily based on shareholders of PSI (collectively, the “Seller”)
expecting to have a majority of the voting power of the combined company, PSI comprising the ongoing operations of the combined company,
PSI comprising a majority of the governing body of the combined company, and PSI’s senior management comprising the senior management
of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of PSI issuing shares
for the net assets of AIB, accompanied by a recapitalization. The net assets of AIB were stated at historical cost, with no goodwill or
other intangible assets recorded. Operations prior to the Business Combination were those of PSI.
Basis of Pro Forma Presentation
The historical financial information
has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually
supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited
pro forma combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding
of the combined company upon consummation of the Business Combination.
The unaudited pro forma combined
financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined.
You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would
have been achieved had the companies always been combined or the future results that the combined company will experience. The Company
and AIB have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required
to eliminate activities between the companies.
There is no historical activity
with respect to the Company, Merger Sub I or Merger Sub II, accordingly, no adjustments were required with respect to these entities in
the pro forma combined financial statements.
In July 2024, 954,338 AIB Class
A Ordinary Shares were rendered for redemption. Upon the completion of the Business Combination, 30,463 AIB Class A Ordinary Shares held
by AIB’s Public Shareholders remained unredeemed.
Included in the shares outstanding
and weighted average shares outstanding as presented in the pro forma combined financial statements are (i) 20,000,000 Ordinary Shares
issued to the shareholders of PSI (the “Seller”), based on the price of $10.00 per share; (ii) 301,875 Ordinary Shares
issued to the underwriter to settle the deferred underwriting fees; (iii) 22,000 Ordinary Shares issued to the Sponsor to settle working
capital loans of $200,000 due to the Sponsor. (iv) 200,000 Ordinary Shares issued to the underwriter as buy-side advisory service
fees; and (v) 200,000 Ordinary Shares issued to PSI’s financial advisor as service fee.
Upon the completion of the
Business Combination, public shareholders of AIB prior to the Business Combination (“AIB Public Shareholders”), the Sponsor,
officers and directors of AIB (collectively, “AIB Initial Shareholders”), and the Seller owned approximately 3.7%, 13.9% and
82.4% of the outstanding shares of the Company, respectively.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2023
| | |
(A)
AIB | | |
(B)
PSI | | |
Pro Forma
Adjustments | | |
| |
Pro Forma
Balance Sheet | |
| ASSETS | |
| | |
| | |
| | |
| |
| |
| Current Assets | |
| | |
| | |
| | |
| |
| |
| Cash and cash equivalents | |
$ | 114,709 | | |
$ | 10,769,662 | | |
$ | 11,315,193 | | |
(a) | |
$ | 9,261,931 | |
| | |
| — | | |
| — | | |
| 567,183 | | |
(b) | |
| — | |
| | |
| — | | |
| — | | |
| (11,514,816 | ) | |
(c) | |
| — | |
| | |
| — | | |
| — | | |
| (1,990,000 | ) | |
(f) | |
| — | |
| Restricted cash | |
| — | | |
| 2,931,357 | | |
| — | | |
| |
| 2,931,357 | |
| Accounts receivable, net | |
| — | | |
| 20,136,692 | | |
| — | | |
| |
| 20,136,692 | |
| Accounts receivable – related parties | |
| — | | |
| 11,885 | | |
| — | | |
| |
| 11,885 | |
| Contract asset, net | |
| — | | |
| 984,135 | | |
| — | | |
| |
| 984,135 | |
| Amounts due from related parties, net | |
| — | | |
| 117,327 | | |
| — | | |
| |
| 117,327 | |
| Prepayments and other current assets, net | |
| 38,370 | | |
| 91,749 | | |
| — | | |
| |
| 130,119 | |
| Total Current Assets | |
| 153,079 | | |
| 35,042,807 | | |
| (1,622,440 | ) | |
| |
| 33,573,446 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Non-current Assets | |
| | | |
| | | |
| | | |
| |
| | |
| Investments held in the Trust Account | |
| 11,315,193 | | |
| — | | |
| (11,315,193 | ) | |
(a) | |
| — | |
| Property and equipment, net | |
| — | | |
| 184,903 | | |
| — | | |
| |
| 184,903 | |
| Right of use assets | |
| — | | |
| 59,245 | | |
| — | | |
| |
| 59,245 | |
| Total Assets | |
$ | 11,468,272 | | |
$ | 35,286,955 | | |
$ | (12,937,633 | ) | |
| |
$ | 33,817,594 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| LIABILITIES AND SHAREHOLDERS’ (DEFICITS) EQUITY | |
| | | |
| | | |
| | | |
| |
| | |
| LIABILITIES | |
| | | |
| | | |
| | | |
| |
| | |
| Accounts payable | |
$ | — | | |
$ | 18,171,694 | | |
$ | — | | |
| |
$ | 18,171,694 | |
| Accounts payable – related parties | |
| — | | |
| 474,161 | | |
| — | | |
| |
| 474,161 | |
| Contract liabilities | |
| — | | |
| 4,015 | | |
| — | | |
| |
| 4,015 | |
| Other payables and accrued liabilities | |
| 653,733 | | |
| 851,012 | | |
| — | | |
| |
| 1,504,745 | |
| Tax payables | |
| — | | |
| 737,196 | | |
| — | | |
| |
| 737,196 | |
| Provision for compensation | |
| — | | |
| 1,574,240 | | |
| — | | |
| |
| 1,574,240 | |
| Lease liabilities – current | |
| — | | |
| 47,689 | | |
| — | | |
| |
| 47,689 | |
| Amounts due to related parties | |
| 1,591,554 | | |
| 469,534 | | |
| (200,000 | ) | |
(i) | |
| 1,861,088 | |
| Dividend payables | |
| — | | |
| 28,154 | | |
| — | | |
| |
| 28,154 | |
| Total Current Liabilities | |
| 2,245,287 | | |
| 22,357,695 | | |
| (200,000 | ) | |
| |
| 24,402,982 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Lease liabilities – non-current | |
| — | | |
| 17,227 | | |
| — | | |
| |
| 17,227 | |
| Deferred underwriting fee | |
| 3,018,750 | | |
| — | | |
| (3,018,750 | ) | |
(e) | |
| — | |
| Total Liabilities | |
| 5,264,037 | | |
| 22,374,922 | | |
| (3,218,750 | ) | |
| |
| 24,420,209 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Commitments and Contingencies | |
| | | |
| | | |
| | | |
| |
| | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value, 984,801 at redemption value of $11.49 per share at December 31, 2023 | |
| 11,315,193 | | |
| — | | |
| 567,183 | | |
(b) | |
| — | |
| | |
| — | | |
| — | | |
| (11,514,816 | ) | |
(c) | |
| — | |
| | |
| — | | |
| — | | |
| (367,560 | ) | |
(d) | |
| — | |
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2023 — (Continued)
| | |
(A)
AIB | | |
(B)
PSI | | |
Pro Forma
Adjustments | | |
| |
Pro Forma
Balance Sheet | |
| SHAREHOLDERS’ (DEFICITS) EQUITY | |
| | |
| | |
| | |
| |
| |
| Preference shares, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding | |
| — | | |
| — | | |
| — | | |
| |
| — | |
| Ordinary shares, $0.0001 par value | |
| — | | |
| — | | |
| 3 | | |
(d) | |
| 2,427 | |
| | |
| — | | |
| — | | |
| 30 | | |
(e) | |
| — | |
| | |
| — | | |
| — | | |
| 40 | | |
(f) | |
| — | |
| | |
| — | | |
| — | | |
| 2,000 | | |
(g) | |
| — | |
| | |
| — | | |
| — | | |
| 2 | | |
(i) | |
| — | |
| | |
| — | | |
| — | | |
| 352 | | |
(j) | |
| — | |
| Class A ordinary shares; $0.0001 par value; 50,000,000 shares authorized; 2,627,224 shares issued and outstanding at December 31, 2023 | |
| 262 | | |
| — | | |
| 90 | | |
(g) | |
| — | |
| | |
| | | |
| | | |
| (352 | ) | |
(j) | |
| | |
| Class B ordinary shares; $0.0001 par value; 3,000,000 shares authorized; 1 share issued and outstanding at December 31, 2023 | |
| — | | |
| — | | |
| — | | |
| |
| — | |
| Additional paid-in capital | |
| — | | |
| 7,877,540 | | |
| 367,557 | | |
(d) | |
| 32,291,265 | |
| | |
| — | | |
| — | | |
| 3,018,720 | | |
(e) | |
| — | |
| | |
| — | | |
| — | | |
| (1,865,040 | ) | |
(f) | |
| — | |
| | |
| — | | |
| — | | |
| (5,113,310 | ) | |
(g) | |
| — | |
| | |
| — | | |
| — | | |
| 27,805,800 | | |
(h) | |
| — | |
| | |
| — | | |
| — | | |
| 199,998 | | |
(i) | |
| — | |
| Retained earnings (accumulated deficits) | |
| (5,111,220 | ) | |
| 4,960,116 | | |
| (125,000 | ) | |
(f) | |
| (22,970,684 | ) |
| | |
| — | | |
| — | | |
| 5,111,220 | | |
(g) | |
| — | |
| | |
| — | | |
| — | | |
| (27,805,800 | ) | |
(h) | |
| — | |
| Accumulated other comprehensive loss | |
| — | | |
| (41,439 | ) | |
| — | | |
| |
| (41,439 | ) |
| Total Shareholders’ (Deficits) Equity | |
| (5,110,958 | ) | |
| 12,796,217 | | |
| 1,596,310 | | |
| |
| 9,281,569 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Non-controlling interest | |
| — | | |
| 115,816 | | |
| — | | |
| |
| 115,816 | |
| Total Liabilities, Redeemable Class A Ordinary Shares and Shareholders’ (Deficits) Equity | |
$ | 11,468,272 | | |
$ | 35,286,955 | | |
$ | (12,937,633 | ) | |
| |
$ | 33,817,594 | |
Unaudited Pro Forma Combined Balance Sheet Adjustments
The pro forma adjustment to
the unaudited combined pro forma balance sheet consists of the following:
| A. | Derived from the audited balance sheet of AIB as of December
31, 2023. |
| B. | Derived from the audited consolidated balance sheet of PSI
as of December 31, 2023. |
| a. | Reflects the release of cash from cash and investment held
in the Trust Account. |
| b. | Reflects the release of cash from interest income earned on cash and investment held in the Trust Account. |
| c. | Reflects the redemption of an aggregate of 954,338 AIB Class
A Ordinary Shares by AIB Public Shareholders in July 2024. |
| d. | Reflects the conversion of 30,463 AIB Class A Ordinary Shares held by AIB Public Shareholders into Ordinary
Shares. |
| e. | Reflects the settlement of approximately $3.0 million
of deferred underwriting commission incurred during the initial public offering of AIB due upon completion of the Business Combination,
by issuance of 301,875 Ordinary Shares at price of $10.00 per share. |
| f. | Reflects (i) estimated cash payments of professional
expenses of $2.0 million related to the Business Combination, among which approximately $1.9 million was deducted against additional
paid-in capital, and $0.1 million was charged to income statements. The professional expenses were comprised of legal expenses,
financial advisory expenses, audit expenses, fairness opinion expenses and other service fees; and (ii) issuance of 200,000 Ordinary
Shares to each of the buy-side advisor and PSI’s financial advisor, respectively, as service fee, both of which were offering costs
deducted against additional paid-in capital. |
| g. | Reflects recapitalization of PSI through issuance of AIB
Ordinary Shares (including upon conversion of AIB Rights) and eliminates AIB historical accumulated earnings. |
| h. | Reflects the vesting of options to purchase 1,694,000 Ordinary
Shares. On the Closing Date, 2,420,000 options were granted to certain directors and employees of PSI, 70% of which were vested on the
Closing Date. The grant date fair value of these options was referred to the closing market price of $11.49 per share on December 29,
2023. |
| i. | Reflects the issuance of 22,000 Ordinary Shares to the Sponsor
to settle amounts of $0.2 million due to the Sponsor. |
| j. | Reflects conversion of 3,528,598 AIB Class A Ordinary Shares
and 1 AIB Class B Ordinary Share to Ordinary Shares upon the Closing. |
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2023
| | |
(A)
AIB | | |
(B)
PSI | | |
Pro Forma
Adjustments | | |
| |
Pro Forma
Income Statement | |
| Account Name | |
| | |
| | |
| | |
| |
| |
| Revenues | |
$ | — | | |
$ | 140,020,469 | | |
$ | — | | |
| |
$ | 140,020,469 | |
| Cost of revenues | |
| — | | |
| (127,267,588 | ) | |
| — | | |
| |
| (127,267,588 | ) |
| Gross profit | |
| — | | |
| 12,752,881 | | |
| — | | |
| |
| 12,752,881 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| |
| | |
| Provisions for compensation and penalty | |
| — | | |
| (1,245,625 | ) | |
| — | | |
| |
| (1,245,625 | ) |
| General and administrative expenses | |
| (1,432,432 | ) | |
| (5,526,360 | ) | |
| (24,756,600 | ) | |
(b) | |
| (31,715,392 | ) |
| Total operating expenses | |
| (1,432,432 | ) | |
| (6,771,985 | ) | |
| (24,756,600 | ) | |
| |
| (32,961,017 | ) |
| (Loss) income from operations | |
| (1,432,432 | ) | |
| 5,980,896 | | |
| (24,756,600 | ) | |
| |
| (20,208,136 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Other Income (Expenses) | |
| | | |
| | | |
| | | |
| |
| | |
| Bank interest income | |
| — | | |
| 79,207 | | |
| — | | |
| |
| 79,207 | |
| Interest expense | |
| — | | |
| (1,291 | ) | |
| — | | |
| |
| (1,291 | ) |
| Other expenses, net | |
| — | | |
| (64,892 | ) | |
| — | | |
| |
| (64,892 | ) |
| Interest earned on investments held in the Trust Account | |
| 699,124 | | |
| — | | |
| (699,124 | ) | |
(a) | |
| — | |
| Total other income, net | |
| 699,124 | | |
| 13,024 | | |
| (699,124 | ) | |
| |
| 13,024 | |
| Income (Loss) Before Income Taxes | |
| (733,308 | ) | |
| 5,993,920 | | |
| (25,455,724 | ) | |
| |
| (20,195,112 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Income tax expenses | |
| — | | |
| (1,381,729 | ) | |
| — | | |
| |
| (1,381,729 | ) |
| Net income (loss) | |
$ | (733,308 | ) | |
$ | 4,612,191 | | |
$ | (25,455,724 | ) | |
| |
$ | (21,576,841 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Weighted average shares outstanding of ordinary shares | |
| 2,627,225 | | |
| | | |
| 21,655,712 | | |
(c) | |
| 24,282,937 | |
| Basic and diluted net loss per ordinary share | |
$ | (0.28 | ) | |
| | | |
$ | (0.61 | ) | |
(c) | |
$ | (0.89 | ) |
Notes and adjustment to Unaudited Pro Forma
Condensed Combined Statement of Operations
The notes and pro forma adjustments
to the unaudited condensed combined pro forma statements of operations consist of the following:
| A. | Derived from AIB’s audited statement of loss for the year
ended December 31, 2023. |
| B. | Derived from PSI’s audited statement of operations
for the year ended December 31, 2023. |
| a) | Represents an adjustment to eliminate interest income related
to cash and investment held in Trust Account. |
| b) | Reflects the vesting of options to purchase an aggregate
of 1,694,000 Ordinary Shares. On the Closing Date, 2,420,000 options were granted to certain directors and employees of PSI, 70% of which
were vested on the Closing Date. The grant date fair value of the option was referred to the closing market price of $10.23 per share
on January 3, 2023. |
| c) | The calculation of weighted average shares outstanding for
basic and diluted net loss per share assumes that the initial public offering occurred as of the earliest period presented. In addition,
as the Business Combination is being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding
for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented. This calculation
is retroactively adjusted to eliminate the number of shares redeemed in the Business Combination for the entire period. |
The calculation of weighted
average shares outstanding for the year ended December 31, 2023 is set forth in below table:
| The Seller | |
| 20,000,000 | |
| AIB’s Public Shareholders | |
| 892,963 | |
| AIB Initial Shareholders | |
| 2,758,437 | |
| Maxim | |
| 631,537 | |
| Weighted average shares outstanding of ordinary shares | |
| 24,282,937 | |
| Less: AIB’s Weighted average shares outstanding of ordinary shares | |
| (2,627,225 | ) |
| Adjustment (c) | |
| 21,655,712 | |
7
