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 core business model involves identifying and acquiring one or more growth businesses with a total enterprise value between $100,000,000 and $600,000,000 ³. The company does not generate operating revenues and instead generates non-operating income from interest on cash and cash equivalents from its IPO proceeds ⁴.

The company's primary activities since inception through December 31, 2025, have been organizational, preparing for its IPO, and subsequently searching for and negotiating with potential business combination targets ⁵. On November 12, 2024, the company consummated its IPO of 5,500,000 units at $10.00 per unit, generating gross proceeds of $55,000,000 ⁶. Simultaneously, a private placement of 280,000 units at $10.00 per unit generated $2,800,000 ⁷. An additional 500,000 units were sold via an over-allotment option at $10.00 per unit, generating $5,000,000 ⁸, along with an additional 5,000 private placement units for $50,000 ⁹. A total of $60,000,000 ¹⁰ from the IPO and private placement proceeds were deposited into a trust account.

For the fiscal year ended December 31, 2025, the company reported net income of $1,343,931 ¹¹, compared to a net loss of $226,383 ¹² for the year ended December 31, 2024. This income was primarily driven by total interest income from its bank account and investments in the Trust Account, which amounted to $2,171,231 ¹³ in 2025, up from $360,723 ¹⁴ in 2024. General and administrative expenses were $827,300 ¹⁵ in 2025, compared to $587,106 ¹⁶ in 2024. Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.47 ¹⁷ in 2025, compared to $0.50 ¹⁸ in 2024. Basic and diluted net loss per share for Class A and Class B ordinary shares not subject to redemption was $ (0.49) ¹⁹ in 2025, compared to $ (0.38) ²⁰ in 2024.

As of December 31, 2025, the company had cash of $871,350 ²¹ and working capital of $419,761 ²². Investments held in the Trust Account totaled $2,979,936 ²³ as of December 31, 2025, a significant decrease from $60,356,959 ²⁴ as of December 31, 2024. This reduction in the Trust Account balance is due to the redemption of 5,717,419 Class A ordinary shares for $59,502,058 ²⁵ in connection with a shareholder vote at the 2025 EGM to extend the business combination period. Total assets as of December 31, 2025, were $3,935,652 ²⁶, down from $62,075,158 ²⁷ in 2024. Total liabilities were $535,955 ²⁸ in 2025, compared to $517,334 ²⁹ in 2024.

During the reported period, the company entered into an agreement with HDEducation Group Limited on December 31, 2024, for a potential business combination with an aggregate consideration of $300,000,000 ³⁰, which was subsequently terminated by mutual agreement on May 21, 2025 ³¹. On January 24, 2025, the company entered into an agreement with Bioserica International Limited, a British Virgin Islands business company specializing in bio-based antimicrobial materials ³². This was followed by a definitive merger agreement on May 23, 2025, with Bioserica, PubCo, and Merger Sub, with an aggregate consideration for the Acquisition Merger of $217,860,000 ³³, consisting of 20,000,000 newly issued PubCo Class B ordinary shares valued at $10.00 per share ³⁴ and 1,786,000 newly issued PubCo Class A ordinary shares valued at $10.00 per share ³⁵. An internal reorganization was completed on September 10, 2025, making Merger Sub a wholly owned subsidiary of the company ³⁶.

The company's primary objective is to complete an initial business combination, with a focus on businesses in the Environmental, Sustainability and Governance (ESG) and material technology sector ³⁷. The company has extended its Combination Period to November 12, 2026, providing up to 24 months from its initial public offering to consummate a business combination ³⁸. The company intends to acquire one or more growth businesses with a total enterprise value between $100,000,000 and $600,000,000 ³⁹. Key investment criteria include seeking companies with a competitive advantage, a strong management team capable of creating significant value and operating within public markets, and businesses ready to leverage capital markets for growth ⁴⁰.

The company has entered into a merger agreement with Bioserica International Limited, a British Virgin Islands business company engaged in researching, developing, manufacturing, marketing, and selling bio-based antimicrobial materials ⁴¹. The aggregate consideration for this acquisition is $217,860,000 ⁴², to be paid in 20,000,000 newly issued PubCo Class B ordinary shares at $10.00 per share ⁴³ and 1,786,000 newly issued PubCo Class A ordinary shares at $10.00 per share ⁴⁴, assuming a $12,500,000 ⁴⁵ investment from third parties prior to closing. This proposed merger represents the company's current primary growth vector.

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 expenses related to identifying and completing a business combination ⁴⁶. The company's management reviews general and administrative expenses and interest earned on investments in the Trust Account to assess performance and allocate resources ⁴⁷. General and administrative expenses include insurance, Nasdaq listing, trust service, auditing, printing, and regulatory filing fees ⁴⁸.

The company's capital allocation plans include using substantially all funds held in the Trust Account, net of income taxes, to complete its business combination ⁴⁹. Any remaining proceeds will be used as working capital for the target business's operations, other acquisitions, and growth strategies ⁵⁰. The Sponsor or its affiliates, or certain officers and directors, may provide Working Capital Loans up to $1,150,000 ⁵¹, which may be convertible into units at $10.00 per unit ⁵².

The company faces substantial doubt about its ability to continue as a going concern if it cannot complete a business combination by November 12, 2026 ⁵³, which would lead to mandatory liquidation and dissolution. The actual per-share redemption amount received by shareholders upon dissolution may be less than $10.00 ⁵⁴ due to potential claims of creditors. The company's ability to consummate a business combination or the operations of a target business may be materially and adversely affected by various social and political circumstances, including rising trade tensions between the U.S. and China, and global conflicts such as those in Venezuela, Russia/Belarus/Ukraine, and Hamas/Iran/Lebanon/Israel ⁵⁵. If the company acquires a target business based in China, it may face legal and operational risks related to regulatory review of overseas listings, restrictions on foreign ownership, changes in Variable Interest Entity (VIE) structures, and uncertainties in PRC laws and regulations ⁵⁶. 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 ⁵⁷. 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 ⁵⁸. The company may also be considered a "foreign person" under U.S. foreign investment regulations, potentially subjecting a business combination with a U.S. business to CFIUS review, which could block or delay the transaction or impose conditions ⁵⁹.

Management's message to shareholders emphasizes the company's commitment to completing an initial business combination, noting the extension of the Combination Period to November 12, 2026 ⁶⁰. They highlight the team's experience and networks in capital markets, private equity, M&A, and PIPE investments, particularly with a focus on Greater China and other emerging markets, as competitive strengths in sourcing and executing a business combination ⁶¹. The strategic priorities include identifying and executing an initial business combination with an attractive company in the Environmental, Sustainability and Governance (ESG) and material technology sector, with a total enterprise value between $100,000,000 and $600,000,000 ⁶². Management also stresses the importance of finding companies with a competitive advantage, a strong management team, and readiness for public markets ⁶³. The company has entered into a merger agreement with Bioserica International Limited for an aggregate consideration of $217,860,000 ⁶⁴, which is a key forward-looking development.