What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-04 compared with 2025-03-05 · 70 added, 59 removed, 5 unchanged (96% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Units began to trade on the Nasdaq Capital Market, or Nasdaq, under the symbol “ASPCU” on December 29, 2023.

Ordinary Shares and Rights comprising the units began separate trading on Nasdaq on January 3, 2025, under the symbols “ASPC”

and “ASPCR,” respectively.

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Units began to trade on

the Nasdaq Capital Market, or Nasdaq, under the symbol “ASPCU” on December 29, 2023.

The Class A Ordinary Shares and Rights

comprising the units began separate trading on Nasdaq on January 3, 2025, under the symbols “ASPC” and “ASPCR,”

respectively.

Holders of Record

As at March 4, 2026, there

3 unchanged sentences

names of various security brokers, dealers, and registered clearing agencies.

have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an

initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital

requirements and general financial condition subsequent to completion of a business combination.

The payment of any dividends subsequent

to a business combination will be within the discretion of our board of directors at such time.

It is the present intention of our board

of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate

declaring any dividends in the foreseeable future.

In addition, our board of directors is not currently contemplating and does not anticipate

declaring any share dividends in the foreseeable future.

Further, if we incur any indebtedness, our ability to declare dividends may

be limited by restrictive covenants we may agree to in connection therewith.

Authorized for Issuance Under Equity Compensation Plans

Sales of Unregistered Securities

September 3, 2021, the Company’s Sponsor paid $25,000, or approximately $0.017 per share, to cover certain of the offering and

formation costs in exchange for an aggregate of 1,437,500 Class B ordinary shares (the “Founder Shares”) with no par value.

Founder Shares have been retroactively restated to reflect a share subscription and purchase agreement.

On July 23, 2024, the Company

issued 1,581,250 Founder Shares to the Sponsor for $25,000, and immediately repurchased the 1,437,500 initial shares from the Sponsor

for $25,000, resulting in 1,581,250 Founder Shares outstanding after the repurchase, of which an aggregate of up to 206,250 shares were

subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter.

November 12, 2024, the Company consummated the IPO of 5,500,000 Units.

Each Unit consists of one Class A ordinary share and one Right to

receive one-tenth of one Class A ordinary share upon the consummation of an initial business combination.

The Units were sold at a price

of $10.00 per unit, generating gross proceeds to the Company of $55,000,000.

Simultaneously with the consummation of the IPO and the

sale of the Units, the Company consummated the Private Placement of 280,000 units at a price of $10.00 per unit, generating total proceeds

of $2,800,000.

November 15, 2024, the underwriters notified the Company of their election to partially exercise their over-allotment option.

November 19, 2024, the closing of the issuance and sale of 500,000 Over-Allotment Option Units occurred at the price of $10.00 per unit

generated total gross proceeds of $5,000,000.

Simultaneously with the closing and sale of the Over-Allotment Option Units, the Company

consummated the private sale of an additional 5,000 Private Placement Units to the Sponsor, generating gross proceeds of $50,000.

a result of the underwriter’s partial exercise of the over-allotment option on November 19, 2024, 81,250 shares of Class B ordinary

share were forfeited for no consideration.

connection with the IPO and issuance and sales of the Over-Allotment Option Units, the Company issued to Maxim, an aggregate of 270,000

Class A ordinary shares for no consideration.

total of $60,000,000 of the net proceeds from the IPO and the Private Placement were deposited into the Trust Account.

None of the funds

held in trust will be released from the Trust Account, other than interest income to pay any tax obligations, until the earlier to occur

of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with

a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance

or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business

Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-Business

Combination activity and (iii) the redemption of all of the public shares if the Company is unable to complete the initial Business Combination

within the Combination Period, and less up to $100,000 of interest to pay dissolution expenses, subject to applicable law and as further

described in the Prospectus.

December 31, 2024, the Company had $60,356,959 held in the Trust Account, which primarily consists of investments in mutual funds that

invest in U.S.

government securities, cash, or a combination thereof.

a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 – Management’s

Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

of Equity Securities by the Issuer and Affiliated Purchasers

We have not paid any cash

dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general

financial condition subsequent to completion of a business combination.

The payment of any dividends subsequent to a business combination

will be within the discretion of our board of directors at such time.

It is the present intention of our board of directors to retain

all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends

in the foreseeable future.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any share

dividends in the foreseeable future.

Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive

covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Recent Sales of Unregistered Securities

On September 3, 2021, the

Company’s Sponsor paid $25,000, or approximately $0.017 per share, to cover certain of the offering and formation costs in exchange

for an aggregate of 1,437,500 Class B ordinary shares (the “Founder Shares”) with no par value.

Founder Shares have been retroactively

restated to reflect a share subscription and purchase agreement.

On July 23, 2024, the Company issued 1,581,250 Founder Shares to the

Sponsor for $25,000, and immediately repurchased the 1,437,500 initial shares from the Sponsor for $25,000, resulting in 1,581,250 Founder

Shares outstanding after the repurchase, of which an aggregate of up to 206,250 shares were subject to forfeiture if the over-allotment

option is not exercised in full or in part by the underwriter.

On November 12, 2024, the

Company consummated the IPO of 5,500,000 Units.

Each Unit consists of one Class A ordinary share and one Right to receive one-tenth of

one Class A ordinary share upon the consummation of an initial business combination.

The Units were sold at a price of $10.00 per unit,

generating gross proceeds to the Company of $55,000,000.

Simultaneously with the consummation of the IPO and the sale of the Units, the

Company consummated the Private Placement of 280,000 units at a price of $10.00 per unit, generating total proceeds of $2,800,000.

On November 15, 2024, the

underwriters notified the Company of their election to partially exercise their over-allotment option.

On November 19, 2024, the

closing of the issuance and sale of 500,000 Over-Allotment Option Units occurred at the price of $10.00 per unit generated total gross

proceeds of $5,000,000.

Simultaneously with the closing and sale of the Over-Allotment Option Units, the Company consummated the private

sale of an additional 5,000 Private Placement Units to the Sponsor, generating gross proceeds of $50,000.

As a result of the underwriter’s

partial exercise of the over-allotment option on November 19, 2024, 81,250 shares of Class B ordinary share were forfeited for no consideration.

In connection with the IPO

and issuance and sales of the Over-Allotment Option Units, the Company issued to Maxim, an aggregate of 270,000 Class A ordinary shares

for no consideration.

A total of $60,000,000 of

the net proceeds from the IPO and the Private Placement were deposited into the Trust Account.

None of the funds held in trust will be

released from the Trust Account, other than interest income to pay any tax obligations, until the earlier to occur of (i) the completion

of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote

to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the

Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within

the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity

and (iii) the redemption of all of the public shares if the Company is unable to complete the initial Business Combination within the

Combination Period, and less up to $100,000 of interest to pay dissolution expenses, subject to applicable law and as further described

in the Prospectus.

At December 31, 2025, the

Company had $2,979,936 held in the Trust Account, which primarily consists of investments in mutual funds that invest in U.S.

securities, cash, or a combination thereof.

For a description of the use

of the proceeds generated in our initial public offering, see below Part II, Item 7 – Management’s Discussion and Analysis

of Financial Condition and Results of Operations of this Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity