PS International Group Ltd 20-F, filed Jul 24, 2024
PS International Group Ltd. (PSIG)
About this 20-F
PS International Group Ltd filed this 20-F on July 24, 2024, covering the fiscal year ended July 18, 2024.
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
i
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.”
ii
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.
iii
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.
1
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.
2
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 |
3
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.
4
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.
5
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. |
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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. |
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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.
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.
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.
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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.
9
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
10
Not applicable.
11
Not applicable.
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.
12
EXHIBIT INDEX
| * | Filed herewith. |
| † | Indicates a management contract or any compensatory plan, contract or arrangement. |
| # | Schedules and annexes have been omitted |
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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 | ||
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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:
| 1. | Appointment |
(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.
| 2. | Escrow Shares |
(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.
| 4. | Escrow Agent |
(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.
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(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.
| 5. | Succession |
(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.
3
| 7. | Indemnity |
(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.
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| 9. | Notices |
(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:
5
(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.
| 10. | Security Procedures |
(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.
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| 12. | Miscellaneous |
(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.
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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 8.1
List of Principal Subsidiaries
| Name of Subsidiaries | Jurisdiction of Incorporation | |
| PSI Group Holdings Ltd (利航國際控股有限公司) | Cayman Islands | |
| PSI (BVI) Ltd. | British Virgin Islands | |
| BGG (BVI) Ltd. | British Virgin Islands | |
| Profit Sail Int’l Express (HK) Limited | Hong Kong SAR | |
| Business Great Global Supply Chain Limited | Hong Kong SAR |
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.
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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) | — | |||||||||||||
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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 | |||||||||
4
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. |
5
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 | ) | ||||||||
6
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 |
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Exhibit 15.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the inclusion by reference in this Shell Company Report of PS International Group Ltd. on Form 20-F of our report dated May 8, 2024, relating to the audit of the consolidated balance sheets of PSI Group Holdings Ltd and its subsidiaries (collectively the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and cash flows for each of the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”) included herein, contained in the registration statement on Amendment No. 1 to Form F-4 (File No. 333-279807).
We also consent to the reference to our firm under the caption “Statement by Experts” in the Shell Company Report on Form 20-F.
| /s/ WWC, P.C. | |
| WWC, P.C. | |
| San Mateo, California | Certified Public Accountants |
| July 24, 2024 | PCAOB ID No.1171 |
Exhibit 15.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion by reference of our report dated March 21, 2024 in the Shell Company Report of PS International Group Ltd. (File No. 001-42182), with respect to our audits of the balance sheets of AIB Acquisition Corporation (the “Company”) as of December 31, 2023 and 2022, and the related statements of operations, changes in shareholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2023 and appears in the annual report. Our report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
We also consent to the reference to our Firm under the caption “Experts” in such Shell Company Report.
/s/ UHY LLP
New York, New York
July 24, 2024