ASPAC III Acquisition Corp.

A SPAC III Acquisition Corp. (the "Company") is a blank check company incorporated in the British Virgin Islands on September 3, 2021, with the purpose of effecting a business combination with one or more businesses ¹. The Company intends to focus on businesses in the Environmental, Sustainability and Governance (ESG) and material technology sector, pursuing targets globally ². As of December 31, 2025, the Company had not commenced any operations, with all activities focused on organizational efforts, preparing for its Initial Public Offering (IPO), and subsequently searching for and negotiating with potential business combination targets ³. The Company will not generate operating revenues until after the completion of its initial business combination, but generates non-operating income from interest on cash and cash equivalents derived from the IPO proceeds ⁴.

The Company's core business model is to identify and acquire a target business, leveraging the proceeds from its IPO and private placement. Revenue generation is not expected until after the completion of an initial business combination ⁵. The primary customer segments are not applicable as the Company is a blank check company. The Company's platform or ecosystem dynamics are centered around its role as a Special Purpose Acquisition Company (SPAC) seeking to merge with an operating business.

The Company has two wholly-owned inactive subsidiaries: A SPAC III Mini Acquisition Corp. ("PubCo"), formed on January 24, 2025, and A SPAC III Mini Sub Acquisition Corp. ("Merger Sub"), formed on February 3, 2025, initially as a wholly-owned subsidiary of PubCo ⁶. On September 10, 2025, Merger Sub became a wholly-owned subsidiary of the Company through an internal reorganization ⁷. On May 23, 2025, the Company entered into a merger agreement with Bioserica International Limited ("Bioserica"), PubCo, and Merger Sub ⁸. Bioserica is in the business of researching, developing, manufacturing, marketing, and selling bio-based antimicrobial materials ⁹. The aggregate consideration for the Acquisition Merger is $217,860,000 ¹⁰, consisting of 20,000,000 newly issued PubCo Class B ordinary shares valued at $10.00 per share ¹¹, and 1,786,000 newly issued PubCo Class A ordinary shares valued at $10.00 per share ¹², assuming a $12,500,000 investment from third parties to Bioserica prior to closing ¹³.

For the year ended December 31, 2025, the Company reported net income of $1,343,931 ¹⁴. This was a result of general and administrative expenses of $827,300 ¹⁵ being offset by total interest income from its bank account and investments in the Trust Account of $2,171,231 ¹⁶. In comparison, for the year ended December 31, 2024, the Company had a net loss of $226,383 ¹⁷, with general and administrative expenses of $587,106 ¹⁸ and total interest income of $360,723 ¹⁹. The Company's cash balance as of December 31, 2025, was $871,350 ²⁰, compared to $1,598,890 ²¹ as of December 31, 2024. Investments held in the Trust Account were $2,979,936 ²² as of December 31, 2025, a significant decrease from $60,356,959 ²³ as of December 31, 2024. Total current assets were $955,716 ²⁴ as of December 31, 2025, down from $1,718,199 ²⁵ in the prior year. Total liabilities were $535,955 ²⁶ as of December 31, 2025, compared to $517,334 ²⁷ as of December 31, 2024. The Company had working capital of $419,761 ²⁸ as of December 31, 2025.

Year-over-year, the Company experienced a shift from a net loss of $226,383 ¹⁷ in 2024 to a net income of $1,343,931 ¹⁴ in 2025. This improvement was primarily driven by a substantial increase in interest income from investments held in the Trust Account, rising from $360,723 ¹⁹ in 2024 to $2,171,231 ¹⁶ in 2025. General and administrative expenses also increased from $587,106 ¹⁸ in 2024 to $827,300 ¹⁵ in 2025. A significant operational development was the redemption of 5,717,419 Class A ordinary shares for $59,502,058 ²⁹ in connection with a shareholder vote to extend the business combination period ³⁰. This redemption led to a substantial decrease in investments held in the Trust Account from $60,356,959 ²³ to $2,979,936 ²².

During the reported period, the Company engaged in several significant operational developments. On December 31, 2024, the Company entered into an agreement with HDEducation Group Limited for a potential business combination with an aggregate consideration of $300,000,000 ³¹, which was subsequently terminated by mutual agreement on May 21, 2025 ³². On January 24, 2025, the Company entered into an agreement with Bioserica International Limited, a company focused on bio-based antimicrobial materials ³³. This led to a definitive merger agreement on May 23, 2025, with an aggregate consideration of $217,860,000 ¹⁰. On September 10, 2025, the Company completed an internal reorganization where Merger Sub became a wholly-owned subsidiary ⁷. On October 27, 2025, shareholders approved an extension of the business combination period to November 12, 2026 ³⁴, resulting in the redemption of 5,717,419 Class A ordinary shares for $59,502,058 ²⁹. On October 25, 2025, the Sponsor agreed to transfer 100,000 Class B ordinary shares ³⁵ to an unaffiliated third party in exchange for their vote in favor of the Charter Amendment Proposal ³⁶. On January 16, 2026, the Sponsor transferred 1,499,900 Class B ordinary shares in exchange for 1,499,900 Class A ordinary shares ³⁷.

The Company's primary objective is to complete an initial business combination by November 12, 2026 ³⁸. As of December 31, 2025, the Company had $2,979,936 ²² held in the Trust Account, primarily invested in U.S. Treasury Bills with a maturity of 185 days or less ³⁹. The Company intends to use substantially all of these funds, less income taxes payable, to complete its business combination ⁴⁰. If share capital or debt is used as consideration, remaining proceeds in the Trust Account will be used for working capital, other acquisitions, and growth strategies of the target business ⁴¹.

A major growth area for the Company is the consummation of its proposed merger with Bioserica International Limited, a company specializing in researching, developing, manufacturing, marketing, and selling bio-based antimicrobial materials ⁹. The aggregate consideration for this acquisition is $217,860,000 ¹⁰, to be paid in 20,000,000 newly issued PubCo Class B ordinary shares and 1,786,000 newly issued PubCo Class A ordinary shares, each valued at $10.00 per share ¹¹, ¹². This transaction is subject to certain conditions as described in the Merger Agreement ⁴². The Company's acquisition strategy is focused on businesses in the Environmental, Sustainability and Governance (ESG) and material technology sector, an area it believes has an optimistic growth trajectory ⁴³. The Company seeks to acquire growth businesses with a total enterprise value between $100,000,000 and $600,000,000 ⁴⁴, looking for companies with competitive advantages, strong management teams, and readiness for public markets ⁴⁵.

Operationally, the Company expects to continue incurring significant costs as a publicly traded company, including legal, financial reporting, accounting, and auditing compliance expenses, as well as due diligence expenses related to identifying and completing a business combination ⁴⁶. The Company's management has determined that its current conditions raise substantial doubt about its ability to continue as a going concern if a business combination is not completed by November 12, 2026 ⁴⁷. To address potential working capital deficiencies or transaction costs, the Sponsor or its affiliates, or certain officers and directors, may loan funds to the Company, with up to $1,150,000 ⁴⁸ of such loans convertible into units at $10.00 per unit ⁴⁹.

The Company's planned capital allocation is primarily directed towards completing its initial business combination. It does not expect to generate operating revenues until after this completion ⁵. The Company will generate non-operating income from interest on cash and cash equivalents from the IPO proceeds ⁴. The Sponsor has agreed to be liable to the Company if claims reduce the Trust Account to below $10.00 per public share ⁵⁰, although the Sponsor's only assets are securities of the Company and its ability to satisfy these obligations is not independently verified ⁵¹.

The Company explicitly flagged structural headwinds and execution risks, particularly those associated with acquiring a company that does business in China. Bioserica, the current target, is a British Virgin Islands holding company with operations primarily conducted by its subsidiaries in China ⁵². This exposes the combined company to various legal and operational risks, including regulatory review of overseas listings of PRC companies, restrictions on foreign ownership, regulatory changes in the Variable Interest Entity (VIE) structure, and uncertainties regarding future actions of the PRC government ⁵³. The PRC government has significant authority to influence China-based companies, and new regulations could adversely affect the combined company's business, financial condition, and results of operations ⁵⁴. Cybersecurity and data privacy regulations in China, such as the New Measures for Cybersecurity Review and the PRC Personal Information Protection Law, could also impact the target business if it involves collecting and retaining internal or customer data ⁵⁵. Furthermore, there are difficulties in enforcing foreign judgments or bringing actions in China against the Company based on foreign laws ⁵⁶. The Holding Foreign Companies Accountable Act (HFCAA) poses a risk that if the combined company's auditor cannot be inspected by the PCAOB for two consecutive years, its securities could be delisted from U.S. national securities exchanges ⁵⁷.

The Company faces material risks, including macroeconomic and geopolitical uncertainties such as rising trade tensions between the U.S. and China, and ongoing global conflicts in Venezuela, Russia/Belarus/Ukraine, and Hamas/Iran/Lebanon/Israel, which could impact its ability to consummate a business combination or affect the operations of a target business ⁵⁸. Operationally, the Company is a blank check company with no operations of its own, and its realization of its business plan is dependent on completing a business combination by November 12, 2026 ³⁸. Failure to do so would result in a mandatory liquidation and dissolution, raising substantial doubt about its ability to continue as a going concern ⁴⁷. The Company is also exposed to significant risks associated with acquiring a target business primarily operating in China, such as regulatory review of overseas listings, restrictions on foreign ownership, potential changes in the Variable Interest Entity (VIE) structure, and uncertainties regarding the PRC government's actions, which could materially change its operations or cause the value of its securities to decline or become worthless ⁵³. Cybersecurity threats, while not directly impacting the Company's current operations, pose a risk due to its reliance on third-party digital technologies, and the Company lacks significant investments in data security protection ⁵⁹. The Sponsor's indemnity obligations for claims reducing the Trust Account below $10.00 per public share ⁵⁰ may not be satisfied, as the Sponsor's only assets are Company securities ⁵¹.

Management's message to shareholders emphasizes the Company's commitment to completing an initial business combination, highlighting the team's extensive experience in capital markets, private equity, and M&A transactions to identify and execute an acquisition with an attractive company ⁶⁰. They are focused on businesses in the Environmental, Sustainability and Governance (ESG) and material technology sector, which they believe has an optimistic growth trajectory ⁴³. The Company has extended its Combination Period to November 12, 2026 ³⁴ to facilitate this goal. Management acknowledges the significant costs associated with being a public company and pursuing a business combination ⁴⁶, and has a plan for potential working capital loans from the Sponsor or affiliates, up to $1,150,000 ⁴⁸, if needed. Despite these efforts, management explicitly states that conditions raise substantial doubt about the Company's ability to continue as a going concern if a business combination is not consummated by the extended deadline ⁴⁷.