ASPAC III Acquisition Corp.

A SPAC III Acquisition Corp. is a blank check company incorporated in the British Virgin Islands on September 3, 2021, with the purpose of effecting a business combination ¹. The company intends to focus on businesses in the Environmental, Sustainability and Governance (ESG) and material technology sector globally ². The company has not commenced any operations and does not generate operating revenues, instead generating non-operating income from interest on cash and cash equivalents from its IPO proceeds ³.

The core business model of A SPAC III Acquisition Corp. is to identify and acquire one or more businesses through a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination ⁴. The company aims to acquire growth businesses with a total enterprise value between $100,000,000 and $600,000,000 ⁵. Key investment criteria include a competitive advantage, a strong management team capable of creating significant value and operating in public markets, and readiness to benefit from access to capital markets ⁶. The company's revenue generation is currently limited to interest income on marketable securities held in its Trust Account.

For the fiscal year ended December 31, 2025, the company reported a net income of $1,343,931 ⁷. This was primarily driven by total interest income from its bank account and investments in the Trust Account of $2,171,231 ⁸, offset by general and administrative expenses of $827,300 ⁹. In comparison, for the year ended December 31, 2024, the company reported a net loss of $226,383 ¹⁰, with general and administrative expenses of $587,106 ¹¹ and total interest income of $360,723 ¹².

In terms of financial position, as of December 31, 2025, the company had cash of $871,350 ¹³ and investments held in the Trust Account of $2,979,936 ¹⁴. Total assets were $3,935,652 ¹⁵. Current liabilities amounted to $535,955 ¹⁶, consisting of accounts payable and accrued expenses of $535,955 ¹⁷. The company had no outstanding balance under its promissory note to a related party as of December 31, 2025 ¹⁸, compared to $276,221 ¹⁹ as of December 31, 2024. Class A ordinary shares subject to possible redemption were $2,979,936 ²⁰ at a redemption value of $10.55 per share ²¹ as of December 31, 2025. Total shareholders' equity was $419,761 ²².

Year-over-year comparisons show a significant shift in financial performance from a net loss of $226,383 ¹⁰ in 2024 to a net income of $1,343,931 ⁷ in 2025. This improvement is largely attributable to an increase in interest income from the Trust Account, which grew from $360,723 ¹² in 2024 to $2,171,231 ⁸ in 2025. General and administrative expenses also increased from $587,106 ¹¹ in 2024 to $827,300 ⁹ in 2025. The investments held in the Trust Account decreased substantially from $60,356,959 ²³ in 2024 to $2,979,936 ¹⁴ in 2025, primarily due to redemptions of 5,717,419 Class A ordinary shares for $59,502,058 ²⁴ in connection with the 2025 EGM.

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 ²⁵, which was subsequently terminated by mutual agreement on May 21, 2025 ²⁶. On January 24, 2025, the company entered into an agreement with Bioserica International Limited, a company focused on bio-based antimicrobial materials ²⁷. This was followed by a definitive merger agreement on May 23, 2025, with Bioserica, PubCo, and Merger Sub, where the aggregate consideration for the Acquisition Merger is $217,860,000 ²⁸, consisting of 20,000,000 newly issued PubCo Class B ordinary shares valued at $10.00 per share ²⁹ and 1,786,000 newly issued PubCo Class A ordinary shares valued at $10.00 per share ³⁰. On September 10, 2025, the company completed an internal reorganization where Merger Sub became a wholly-owned subsidiary of the company ³¹. Furthermore, on October 27, 2025, shareholders approved an extension of the business combination period to November 12, 2026 ³², which resulted in the redemption of 5,717,419 Class A ordinary shares for $59,502,058 ²⁴.

The company's primary objective for the upcoming period is to consummate its initial business combination with Bioserica International Limited by November 12, 2026 ³³. The aggregate consideration for the Acquisition Merger is $217,860,000 ²⁸, to be paid in 20,000,000 newly issued PubCo Class B ordinary shares at $10.00 per share ²⁹ and 1,786,000 newly issued PubCo Class A ordinary shares at $10.00 per share ³⁰, assuming a $12,500,000 ³⁴ investment from third parties to Bioserica prior to closing.

A key growth area for the company, post-business combination, is the Environmental, Sustainability and Governance (ESG) and material technology sector, which management believes has an optimistic growth trajectory ³⁵. Bioserica, the target company, is engaged in researching, developing, manufacturing, marketing, and selling bio-based antimicrobial materials ²⁷, aligning with this strategic focus. The company intends to pursue targets globally, with a potential focus on China due to the Sponsor's and management's ties to the region ³⁶.

Operationally, the company expects to continue incurring significant costs as a publicly traded entity, including legal, financial reporting, accounting, and auditing compliance expenses, as well as due diligence costs related to completing a business combination ³⁷. The company's liquidity needs are currently met by cash on hand and marketable securities in the Trust Account, which amounted to $871,350 ¹³ and $2,979,936 ¹⁴ respectively, as of December 31, 2025. Management believes it will not need to raise additional funds for operating its business, but acknowledges that additional financing may be required if transaction costs exceed estimates or if a significant number of public shares are redeemed ³⁸.

The company's capital allocation plans include using substantially all funds in the Trust Account, net of income taxes, to complete the business combination ³⁹. If share capital or debt is used as consideration, remaining proceeds will serve as working capital for the target business, other acquisitions, and growth strategies ⁴⁰. Up to $1,150,000 ⁴¹ of working capital loans from the Sponsor or affiliates may be convertible into units at $10.00 per unit ⁴². The company has not paid any cash dividends to date and does not intend to prior to the completion of an initial business combination ⁴³.

The company faces several material risks. A significant risk is the potential inability to complete a business combination by November 12, 2026 ³³, which would lead to a mandatory liquidation and dissolution, resulting in public shareholders receiving approximately $10.00 per share ⁴⁴ (subject to certain adjustments and claims of creditors) and rights expiring worthless ⁴⁵. The company is also exposed to risks associated with acquiring a company that does business in China, including regulatory review of overseas listings, restrictions on foreign ownership, changes in Variable Interest Entity (VIE) structures, and the potential for the PRC government to intervene or influence business operations ⁴⁶. Such actions could materially change operations, significantly depreciate the value of securities, or hinder the ability to offer securities to investors ⁴⁷. Furthermore, if the combined company's auditor cannot be inspected by the PCAOB for two consecutive years, trading of its securities on U.S. national exchanges and over-the-counter markets will be prohibited, and securities may be delisted ⁴⁸. The company is also subject to U.S. foreign investment regulations, specifically CFIUS review, as its CEO is not a U.S. person and the Sponsor owns approximately 76.4% ⁴⁹ of outstanding shares, which could block or delay a business combination with a U.S. business in a regulated industry or one affecting national security ⁵⁰. Competition from other entities with similar business objectives, many possessing greater resources, also poses a risk to identifying and executing an acquisition ⁵¹.

Management's message to shareholders emphasizes leveraging the experience and networks of its team, including Mr. Claudius Tsang, Mr. Pang Wai Yuen Marvin, Mr. Wong Yi Dung Eden, and Mr. Xiangge Liu, to identify and execute an initial business combination ⁵². They highlight their team's significant experience in capital markets, private equity, M&A transactions, corporate finance, business operations, and management, along with a proprietary network for deal flow ⁵³. The strategic priorities for the period ahead include focusing on businesses in the Environmental, Sustainability and Governance (ESG) and material technology sector ², seeking to acquire growth businesses with an enterprise value between $100,000,000 and $600,000,000 ⁵, and completing the proposed merger with Bioserica International Limited, with an aggregate consideration of $217,860,000 ²⁸, by the extended deadline of November 12, 2026 ³³. Management acknowledges the ongoing significant costs of being a public company and the need to successfully complete a business combination to avoid liquidation ³⁷.