ASPAC III Acquisition Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our management, including our principal executive officer and principal financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 15d-15(e) under the Exchange Act. Based on this evaluation, our Certifying Officers concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at a reasonable assurance level. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Inherent Limitations on Effectiveness of Internal Controls A control system, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 27 Management’s Report on Internal Controls Over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2025. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING JURISDICTION THAT PREVENT INSPECTIONS Not applicable. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth information about our directors and executive officers as of December 31, 2025: Name Age Position Claudius Tsang 49 Chief Executive Officer, Chief Financial Officer and Chairman Xiangge Liu 59 Independent Director Wong Yi Dung Eden 55 Independent Director Pang Wai Yuen Marvin 60 Independent Director 28 Mr. Claudius Tsang has served as our Chief Executive Officer since September 2021, and as our Chief Financial Officer and Chairman of our Board of Directors since July 2024. Mr. Tsang has over 20 years of experience in capital markets, with a strong track record of success in private equity, M&A transactions, and PIPE investments. Since August 2025, Mr. Tsang has been an advisor of BEST SPAC I Acquisition Corp. Since 2022, Mr. Tsang has been the non-executive director of Unity Group Holdings International Limited (SEHK:1539), a publicly listed investment company engages in the leasing and trading of energy saving products in Hong Kong. During his 15-year career at Templeton from 2005 to 2007 and from 2008 to 2020, Mr. Tsang served in various positions, including Co-head of Private Equity (North Asia) at Templeton Asset Management Limited and a Partner of Templeton Private Equity Partners, Partner, Senior Executive Director, and Vice President. Mr. Tsang was responsible for the overall investment, management, and operations activities of Templeton Private Equity Partners in North Asia. His role encompassed overseeing the analysis and evaluation of opportunities for strategic equity investments in Asia. From July 2007 to May 2008, Mr. Tsang joined Lehman Brothers, where he managed private equity projects in Hong Kong, China, Taiwan and the United States. Mr. Tsang served as the Chief Executive Officer and Chairman of Model Performance Acquisition Corp., from March 2021 and July 2021 respectively, until it closed its business combination with MultiMetaVerse Inc. in January 2023. Since November 2022, he has served as the Chief Executive Officer, Chief Financial Officer and Chairman of A Paradise Acquisition Corp. He previously served as the Chief Executive Officer of JVSPAC Acquisition Corp. from April 2021 to June 2021 and served as its Chief Financial Officer from June 2021 until it closed its business combination with Hotel101 Global Pte Ltd in June 2025. Mr. Tsang has served, from April 2021, as the Chief Executive Officer, and from July 2021, as the Chairman and Chief Financial Officer of A SPAC I Acquisition Corp, until it closed its business combination with NewGenIvf Group Limited in April 2024. He has served as the Chief Financial Officer of A SPAC II Acquisition Corp from July 2021 to July 2025. He served as the Director and Chief Executive Officer of A SPAC (HK) Acquisition Corp from February 2022 and March 2022, respectively, until the company’s dissolution in February 2025. From February 2024 to July 2024, Mr. Tsang served as a director of International Media Acquisition Corp. Mr. Tsang served as a director of the CFA Society of Hong Kong from 2013 to 2019. Mr. Tsang obtained a postgraduate certificate in sustainable business from the University of Cambridge in 2023, a Master of Business Administration from the University of Chicago Booth School of Business in 2017, a bachelor’s degree in law from Tsinghua University in 2005, and a bachelor’s degree in engineering from the Chinese University of Hong Kong in 1998. Mr. Tsang is also a CFA charter holder and a Certified ESG Analyst (CESGA) certification holder. Mr. Xiangge Liu became our Independent Director on November 8, 2024. Mr. Liu has over 25 years of extensive experience in private equity, project finance and advisory services. Since December 2024, Mr. Liu has served as the Chief Executive Officer, Chief Financial Officer and Chairman of both BEST SPAC I Acquisition Corp. and BEST SPAC II Acquisition Corp. Since September 2024, Mr. Liu has served as an independent director for Qifu Technology Inc, a Credit-Tech platform in China. Since 2022, Mr. Liu has served as an advisor to Homaer Capital, a financial services company, where he advised on strategic overseas investment opportunities. From 2011 to 2021, Mr. Liu served as the Managing Director and Responsible Officer of RRJ Management (HK), a licensed corporation under the Securities and Futures Ordinance of Hong Kong to carry out Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities, as the sub-adviser to RRJ Capital II Ltd, and general partner of RRJ Capital Master Fund, which focuses on equity investments. From 2016 to 2018, Mr. Liu served as the Non-Executive Board Director for China Logistics Property Holdings Co Ltd, an investment holding company listed in Hong Kong with its subsidiaries principally engaged in manufacture and sales of premium logistics facilities. From 2010 to 2011, Mr. Liu served as senior vice-president and head of risk management at CIAM Group Limited, an investment management company of CITIC Group Corporation where he oversaw investment operations and portfolio management. From 2008 to 2010, Mr. Liu served as managing director at Dingyi Venture Capital (HK) Limited, an investment company, and was responsible for overseeing its investment operations. From 2007 to 2008, Mr. Liu served as the Director in Project Finance and Advisory for Societe Generale Asia Limited. Mr. Liu obtained a master’s degree in business administration from Boston University in 1999 and a bachelor’s degree in finance from Beijing Foreign Studies University in 1989. We believe that Mr. Liu is qualified to serve on our board of directors based on his private equity, project finance & advisory expertise. 29 Mr. Wong Yi Dung Eden became our Independent Director on November 8, 2024. Since August 2024, Mr. Wong has served as the Co-Founder and Managing Partner of KEC Capital Company Limited, and is responsible for the strategic management of the company, developing relationship with key stakeholders and overseeing the company’s internal control. Since 2019, Mr. Wong has held various positions at the Greater China Division of CPA Australia, including Divisional President from January 2022 to December 2022, Deputy Divisional President from 2020 to 2021, and Chairman of the Financial Services Committee from 2019 to 2022. He is currently serving as Honorary advisor since November 2025. From November 2018 to April 2024, Mr. Wong has served as Chairman of ViiPark Financial Holdings Co Limited. During his tenure, he was responsible for overseeing the strategic management of the company, and monitoring and improving corporate governance. From November 2010 to October 2018, Mr. Wong served as the Founder, Managing Director and Responsible Officer of East Pak Investment Management Co Limited. He was responsible for managing a Cayman Island-incorporated fund that focuses on investment in the Greater China market. He was also involved in daily management, sourcing and the analysis of investment opportunities in listed equities, fixed income, private equities and credit markets. From 2006 to 2010, Mr. Wong served as an Executive Director at Goldman Sachs, in the Investment Management Division and the Fixed Income, Currencies and Commodities Division. From 2004 to 2006, Mr. Wong served as a Director of the Fixed Income Division at Credit Suisse (Hong Kong). From 2000 to 2004, Mr. Wong served as the Director of Debt Research at ING Bank N.V. (Hong Kong). Mr. Wong began his career at HSBC (Hong Kong) where he served as a Credit Research Analyst, Corporate Relationship Manager and Executive Trainee from 1991 to 1998. Mr. Wong obtained his master’s degree in business administration from the University of Chicago in 2016. He obtained his Bachelor of Laws from University of London and Bachelor of Commerce from University of Melbourne in 2005 and 1991 respectively. Mr. Wong has been a Fellow Member at CPA (Australia) since 2017. We believe that Mr. Wong is qualified to serve on our board of directors based on his leadership experience in the finance and investment management space, having founded and managed multiple investment firms and serving in senior roles at various financial institutions. Mr. Pang Wai Yuen Marvin became our Independent Director on November 8, 2024. From December 2022 to June 2025, Mr. Pang served as the Director of Corporate Finance at iFree Group (HK) Limited, where he led the corporate finance efforts of Trollee — the group’s smart retail technology division. In this previous role, he analyzed and advised on global capital market opportunities and ascertained various exit options for the company. From 2018 to 2021, Mr. Pang served as Managing Director — Head of Equities at Shenwan Hongyuan Securities (HK) Ltd. where he managed the overall institutional equity business of the group outside mainland China. During his tenure, he also spearheaded the ECM & syndication efforts for the H-share IPO of Shenwan Hongyuan Group Ltd (6806.HK), and led the D-share IPO effort of Qingdao Haier (600690.CH), the first time such shares of a Chinese company was listed on the China Europe International Exchange D-Share market of the Frankfurt Stock Exchange. From 2016 to 2018, Mr. Pang served as Managing Director — Head of Equity Capital Markets at Central China International Capital Limited where he set up and led the ECM department and was involved in arranging the investment by a major cornerstone investor in the Zhongyuan Bank Co Ltd (1216.HK) IPO. From 2012 to 2014, Mr. Pang served as the Head of the Hong Kong Office for Itau Asia Securities Limited, the Hong Kong SFC-regulated entity of Itau Unibanco, one of the largest banks in the Latin American region. He was responsible for expanding the firm’s business from a Brazilian focus targeting Chinese clients and diversifying it to a Latin American focus targeting a wider Asian client base. From 2008 to 2010, Mr. Pang was the Head of Equity Sales — China & HK for HSBC Global Markets, where he successfully led the Asian tranche of the US$12 billion follow-on offering of Vale of Brazil in 2008. He was also involved in the IPO of L’Occitane (973.HK), the first French company to list in Hong Kong. From 2005 to 2008, Mr. Pang served as Executive Director — HK & China Equity Sales at BOCI Securities Ltd. From 1998 to 2000, and from 2001 to 2005, Mr. Pang was the Head of Institutional Equity Sales at Core Pacific-Yamaichi International (H.K.) Ltd. From 1988 to 2001, Mr. Pang served at various companies, including Chase Manhattan Investment Management HK, Sanyo Securities HK, Daiwa Securities Canada, RBC Dominion Securities Canada, Dresdner Kleinwort Benson Securities Asia and SBI E2 Capital Securities. Mr. Pang obtained a Master of Business Administration (Finance) from the University of Stirling in 1988. He has been a Chartered Financial Analyst since 1996. In 2009, he was voted as the number-one ranked hedge fund salesperson in the Asiamoney Brokers Poll. 30 Our directors and officers will play a key role in identifying, evaluating, and selecting target businesses, and structuring, negotiating and consummating our initial acquisition transaction. Except as disclosed and as described under “— Conflicts of Interest,” none of these individuals is currently a principal of or affiliated with a public company or blank check company that executed a business plan similar to our business plan. We believe that the skills and experience of these individuals, their collective access to acquisition opportunities and ideas, their contacts, and their transaction expertise should enable them to identify successfully and effect an acquisition transaction, although we cannot assure you that they will, in fact, be able to do so. Number, Terms of Office and Election of Officers and Directors Our board of directors consists of four members. Each of our directors will hold office for an indefinite term or a term fixed by a resolution of the holders of our Founder Shares. Holders of our Founder Shares will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a majority of ordinary shares of that class that have voted and are entitled to vote thereon. Subject to any other special rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote by a majority of the holders of our Founder Shares. We may not hold an annual meeting of shareholders until after we consummate our initial business combination. Committees of the Board of Directors Our Board of Directors has three standing committees: an audit committee, a compensation committee and a nominating committee. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. Subject to phase-in rules and a limited exception, NASDAQ rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and NASDAQ rules require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee The Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent accountants, reviewing their independence and performance; reviews the Company’s accounting and financial reporting processes and the integrity of its financial statements; the audits of the Company’s financial statements and the appointment, compensation, qualifications, independence and performance of the Company’s independent auditors; the Company’s compliance with legal and regulatory requirements; and the performance of the Company’s internal audit function and internal control over financial reporting. The Audit Committee held no formal meetings during 2025 as the Company does not have any underlying business or employees, relying on reports and written approvals as required. The members of the Audit Committee are Mr. Wong Yi Dung Eden, Mr. Pang Wai Yuen Marvin and Mr. Xiangge Liu, each of whom is an independent director under Nasdaq’s listing standards. Mr. Wong Yi Dung Eden is the Chairperson of the audit committee. The Board has determined that Mr. Wong Yi Dung Eden qualifies as an “audit committee financial expert,” as defined under the rules and regulations of the SEC. Nominating Committee We have established a nominating committee of the Board of Directors consisting of Mr. Wong Yi Dung Eden, Mr. Pang Wai Yuen Marvin and Mr. Xiangge Liu, each of whom is an independent director under the NASDAQ listing standards. Mr. Pang Wai Yuen Marvin serves as chairman of the nominating committee. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our Board of Directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others. The Nominating Committee did not meet during 2025. Compensation Committee The Compensation Committee reviews annually the Company’s corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’ performance in light of such goals and objectives, determines and approves the officers’ compensation level based on this evaluation; makes recommendations to the Board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans, makes recommendations to the Board with respect to non-CEO and non-CFO compensation and administers the Company’s incentive-compensation plans and equity-based plans. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion. The chief executive officer of the Company may not be present during voting or deliberations of the Compensation Committee with respect to his compensation. The Company’s executive officers do not play a role in suggesting their own salaries. Neither the Company nor the Compensation Committee has engaged any compensation consultant who has a role in determining or recommending the amount or form of executive or director compensation. The Compensation Committee did not meet during 2025. 31 Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing initial shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The members of the Compensation Committee are Mr. Wong Yi Dung Eden, Mr. Pang Wai Yuen Marvin and Mr. Xiangge Liu, each of whom is an independent director under Nasdaq’s listing standards. Mr. Xiangge Liu is the Chairperson of the Compensation Committee. Conflicts of Interest Under British Virgin Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● directors should not improperly fetter the exercise of future discretion; ● duty to exercise powers fairly as between different classes of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, pursuant to our amended and restated memorandum and articles of association, so long as a director has disclosed any interests in a transaction entered into or to be entered into by our company to the board he/she may: vote on a matter relating to the transaction; attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and sign a document on behalf of our company, or do any other thing in his capacity as a director, that relates to the transaction. Our Sponsor and its affiliates(s) as well as our directors and officers presently have, and in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under British Virgin Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provides that, subject to his or her fiduciary duties under British Virgin Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination, because our management team has experience in identifying and executing multiple acquisition opportunities simultaneously. 32 Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In addition, our Sponsor, officers and directors are now, and may in the future, Sponsor or participate in the formation of, or become sponsors, an officer or director of, any other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments, may present additional conflicts of interest in determining to which entity a particular business opportunity should be presented, in pursuing an initial business target and in allocating their time to devote to our affairs. Although we have no formal policy in place for vetting potential conflicts of interest, our Board of Directors will review any potential conflicts of interest on a case-by-case basis. In particular, our officers and directors, and affiliates of our officers and directors, are currently sponsoring other blank check companies, and may look for an acquisition target in any location, has a window in which it may complete its initial business combination that overlaps the corresponding window we have. You should also be aware of the following other potential conflicts of interest: ● None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. ● In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “— Directors and Officers”. ● Maxim (and its designees), our Sponsor, officers and directors have agreed to waive their redemption rights with respect to our Founder Shares, Representative’s Shares and public shares in connection with the consummation of our initial business combination. Additionally, Maxim (and its designees), our Sponsor, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares if we fail to consummate our initial business combination within 24 months after the closing of. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of our public shares and rights will expire worthless. With certain limited exceptions, the Founder Shares will not be transferable, assignable or salable by our Sponsor until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, the Founder Shares will be released from the lock-up. With certain limited exceptions, the Private Placement Units, Private Placement Shares, Private Placement Rights and the Class A ordinary shares underlying such rights will not be transferable, assignable or salable by our Sponsor until after the completion of our initial business combination. Since our Sponsor and officers and directors may directly or indirectly own ordinary shares and rights following the IPO, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. ● Since our Sponsor and officers and directors may directly or indirectly own ordinary shares and rights following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 33 ● If an initial business combination is not completed, the Company will be required to liquidate. In such event, (i) 1,500,000 Class B ordinary shares held by the Sponsor, for an aggregate purchase price of approximately $0.017, or $25,000 in the aggregate, and (ii) all 285,000 Private Placement Units, for an aggregate purchase price of $10.00 per units, or $2,850,000 in the aggregate, will be worthless because the Sponsor is not entitled to participate in any redemption of distribution from the Trust Account with respect to such securities. The Sponsor, its affiliates, or promoters, and members of our management team waived their redemption rights and liquidation rights in connection with the purchase of the Founder Shares and the Private Placement Units and no other consideration was paid for such agreement. Since our Sponsor, its affiliates and promoters, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. ● Our Sponsor intends to transfer an aggregate of 60,000 of its Founder Shares, or 20,000 each to our three independent directors, at the consummation of an initial business combination. Accordingly, if we do not complete our initial business combination, such Founder Shares will expire worthless. ● The Sponsor may make loans from time to time to the Company to fund certain capital requirements. If our Sponsor makes any working capital loans, up to $1,150,000 of such loans may be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. Since we will not repay such loans if we do not complete a business combination, a conflict of interest may arise. The conflicts described above may not be resolved in our favor. As a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual Entity (1) Entity’s Business Affiliation Claudius Tsang Female Entrepreneurs Worldwide Internet Community Advisor ACH Financial Services Investment Director Beijing ReeChain Technology Limited Blockchain Director Elegant Technology Limited Holding Company Director Unity Group Holdings International Limited. ESG Non-executive director A Paradise Acquisition Corp. SPAC Chief Executive Officer, Chief Financial Officer and Chairman A SPAC (Holdings) Group Corp. SPAC Director BEST SPAC I Acquisition Corp. SPAC Advisor A SPAC IV (Holdings) Corp. SPAC Director A SPAC (Asia) Holdings Corp. SPAC Director A SPAC III (Holdings) Corp. SPAC Director THAVL Limited Holding Company Director BEST SPAC II (Holdings) Corp. SPAC Director A SPAC V (Holdings) Corp. SPAC Director A SPAC VI (Holdings) Corp. SPAC Director A Paradise II Acquisition Corp. SPAC Director A Paradise III Acquisition Corp. SPAC Director Xiangge Liu Homaer Capital Financial Services Advisor Qifu Technology Inc Financial Services Independent Director BEST SPAC I Acquisition Corp. SPAC Chief Executive Officer, Chief Financial Officer and Chairman BEST SPAC II Acquisition Corp. SPAC Chief Executive Officer, Chief Financial Officer and Chairman Wong Yi Dung Eden KEC Capital Company Limited Finance Co-Founder, Managing Partner Accordingly, if any of the above officers or directors become aware of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under British Virgin Islands law. 34 We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or an independent accounting firm or any other firm that commonly renders valuation opinions or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. In the event that we submit our initial business combination to our public shareholders for a vote, Maxim (and its designees), our Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any Founder Shares, Private Placement Shares and Representative’s Shares held by them (and their permitted transferees will agree) in favor of our initial business combination. If they purchased ordinary shares in the IPO or in the open market, however, they would be entitled to participate in any liquidation distribution in respect of such shares. Code of Ethics We adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business. Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate family members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards while they are in possession of material nonpublic information (the “Insider Trading Policy”). The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner during 2025. ITEM 11. EXECUTIVE COMPENSATION Employment Agreements We have not entered into any employment agreements with our executive officers, and have not made any agreements to provide benefits upon termination of employment. Executive Officers and Director Compensation No executive officer has received any cash compensation for services rendered to us. Our Sponsor intends to transfer an aggregate of 60,000 of its Founder Shares, or 20,000 each to our three independent directors, at the consummation of an initial business combination. Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. 35 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The following table sets forth as of March 4, 2026 the number of Ordinary Shares, including both Class A and Class B Ordinary Shares, beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding ordinary shares, (ii) each of our officers and directors and (iii) all of our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon exercise of the conversion of private placement rights, as the private placement rights are not convertible within 60 days of March 4, 2026. The beneficial ownership of our ordinary shares is based on an aggregate of 2,337,581 ordinary shares issued and outstanding as of the date hereof and the record of beneficial ownership as indicated in the statements filed with the SEC pursuant section 13(d) or 13(g) as of the date hereof. Approximate Amount Percentage and of Nature of Outstanding Beneficial Ordinary Name and Address of Beneficial Owner (1) Ownership Shares A SPAC III (Holdings) Corp. (2) 1,785,000 76.4 % Claudius Tsang (2) 1,785,000 — Xiangge Liu (3) — — Wong Yi Dung Eden (3) — — Pang Wai Yuen Marvin (3) — — All directors and executive officers (4 individuals) and the Sponsor as a group 1,785,000 76.4 % Polar Asset Management Partners Inc. (4) 340,000 14.5 % (1) Unless otherwise indicated, the business address of each of the individuals is c/o A SPAC III Acquisition Corp. is The Sun’s Group Center, 29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong. (2) Mr. Tsang has voting and dispositive power over our securities held by the Sponsor. (3) A SPAC III (Holdings) Corp intends to transfer 20,000 shares to each of the independent non-executive directors at the consummation of an initial business combination. (4) According to a Schedule 13G filed on February 14, 2025 by Polar Asset Management Partners Inc., an investment fund manager, portfolio manager, exempt market dealer and commodity trading manager registered with the Ontario Securities Commission, whose principal business address is 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6. In order to meet our working capital needs following the consummation of the IPO, our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Our Sponsor and our executive officers and directors are deemed to be our “promoters,” as that term is defined under the federal securities laws. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Founder Shares On September 3, 2021, our Sponsor purchased 1,581,250 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.017 per share. On July 23, 2024, we issued to our Sponsor 1,581,250 Founder Shares for an aggregate purchase price of $25,000 or approximately $0.016 per share, and subsequently 1,437,500 of the Founder Shares were repurchased by the Company for an aggregate purchase price of $25,000. 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. Our Sponsor intends to transfer an aggregate of 60,000 of its Founder Shares, or 20,000 each to our three independent directors, at the consummation of an initial business combination. 36 On October 25, 2025, the Sponsor entered into the Assignment of Economic Interest Agreement with an unaffiliated third party. In exchange for such third party agreeing to vote 621,084 shares of the Company’s Class A ordinary shares sold in its initial public offering in favor of the Charter Amendment Proposal, the Sponsor agreed to transfer to such third party or third parties an aggregate of 100,000 shares of the Company’s Class B ordinary shares held by the Sponsor immediately following the release or expiration of any transfer restrictions after the consummation of an initial business combination. As of December 31, 2025, there were 1,500,000 Founder Shares issued and outstanding. The aggregate capital contribution was $25,000, or approximately $0.0.017 per share. Private Placement Units Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the Private Placement of 280,000 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,800,000. On November 19, 2024, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 5,000 Private Placement Units, generating gross proceeds of $50,000. Each Private Placement Unit was identical to the units sold in the IPO, except as described below. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares, Private Placement Units, shares underlying the Private Placement Units (“Private Placement Shares”) or the rights included in the Private Placement Units (“Private Placement Rights”), which will expire worthless if the Company does not consummate a Business Combination within the Combination Period. The Private Placement Units, Private Placement Shares, Private Placement Rights and the Class A ordinary shares underlying such rights will not be transferable, assignable or salable by the Sponsor until after the completion of the Company’s initial Business Combination, except to permitted transferees. Promissory Note — Related Party Prior to the IPO, our Sponsor has agreed to loan us up to $350,000 to be used for a portion of the expenses of this offering (the “Promissory Note”). The Company subsequently repaid the $276,221 outstanding balance under the Promissory Note on January 24, 2025. As of December 31, 2025, there was nil outstanding balance under the Promissory Note.. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,150,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units issued to our Sponsor. The terms of Working Capital Loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. Related Party Policy We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. 37 We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our Board of Directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. In addition, our audit committee will be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our Sponsor, officers or directors, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we, or a committee of independent directors, would obtain an opinion from an independent firm that commonly renders valuation opinions, independent accounting firm or independent investment banking firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, no finder’s fees, reimbursements or cash payments will be made to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination. However, the following payments will be made to our Sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: ● Repayment of up to an aggregate of up to $350,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and ● Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,150,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. Director Independence The NASDAQ listing standards require that a majority of our Board of Directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules. Our board has determined that each of Mr. Xiangge Liu, Mr. Wong Yi Dung Eden and Mr. Pang Wai Yuen Marvin are independent directors under applicable SEC and NASDAQ rules. 38 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The firm of WWC, P.C. (“WWC”), has acted as our principal independent registered public accounting firm for our financial statements for the years ended December 31, 2025, and 2024. The following is a summary of fees paid or to be paid to WWC for services rendered. Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by WWC in connection with regulatory filings. The aggregate fees billed by WWC for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods, the registration statement and other required filings with the SEC for the year ended December 31, 2025 and 2024 totaled $75,000 and $48,000, respectively. Audit-Related Fees. We did not pay WWC for consultations concerning financial accounting and reporting standards during the year ending December 31, 2025, and 2024. Tax Fees. We did not pay WWC for tax planning and tax advice for the year ending December 31, 2025, and 2024. All Other Fees. We did not pay WWC for other services for the year ending December 31, 2025, and 2024. Pre-Approval Policy Our audit committee was formed only upon the consummation of our IPO in November 2024. As a result, the audit committee did not pre-approve all of the foregoing services when the work was performed prior to the IPO, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171) F-2 Financial Statements: Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 (2) Financial Statement Schedules: None. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. 39 Exhibit No. Description 1.1 Underwriting Agreement, dated November 8, 2024, by and between the Company and Maxim (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024). 2.1 Merger Agreement dated May 23, 2025 by and among A SPAC III Acquisition Corp., A SPAC III Mini Acquisition Corp., A SPAC III Mini Sub Acquisition Corp. and Bioserica International Limited. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 27, 2025) 3.1 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 27, 2025) 4.1 Specimen Unit Certificate. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 1, 2024) 4.2 Specimen Class A Ordinary Share Certificate. (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 1, 2024) 4.3 Specimen Right Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 1, 2024). 4.4 Rights Agreement, dated November 8, 2024, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024) 4.5 Description of Securities (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2025) 10.1 Letter Agreements, dated November 8, 2024, by and between the Company’s officers, directors, shareholders and A SPAC III (Holdings) Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 15, 2021). 10.2 Investment Management Trust Agreement, dated November 8, 2024, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024). 10.3 A Registration Rights Agreement, dated November 8, 2024, by and among the Company and the initial shareholders of the Company. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024) 10.4 A Private Placement Unit Purchase Agreement, dated November 8, 2024, by and between the Company and A SPAC III (Holdings) Corp. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024). 10.5 Indemnity Agreement, dated November 8, 2024, by and between the Company’s officers, directors, shareholders and A SPAC III (Holdings) Corp. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024) 14 Form of Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 1, 2024). 19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2025) 40 24 Power of Attorney (included on signature page of this Annual Report on Form 10-K). 31.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. 32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 1, 2024). 99.2 Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 1, 2024). 99.3 Form of Nominating Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 1, 2024). 99.4 Clawback Policy (incorporated by reference to Exhibit 99.4 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2025) 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) * Filed herewith. ** Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 41 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. A SPAC III ACQUISITION CORP. Dated: March 4, 2026 By: /s/ Claudius Tsang Name: Claudius Tsang Title: Chief Executive Officer, Chief Financial Officer and Chairman (Principal Executive Officer and Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Claudius Tsang, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Claudius Tsang Chief Executive Officer, Chief Financial Officer and Chairman March 4, 2026 Claudius Tsang (Principal Executive Officer and Principal Financial and Accounting Officer) /s/ Pang Wai Yuen Marvin Independent Director March 4, 2026 Pang Wai Yuen Marvin /s/ Wong Yi Dung Eden Independent Director March 4, 2026 Wong Yi Dung Eden /s/ Xiangge Liu Independent Director March 4, 2026 Xiangge Liu 42 A SPAC III ACQUISITION CORP. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To: The Board of Directors and Shareholders of A SPAC III Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of A SPAC III Acquisition Corp. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company’s realization of its business plan is dependent upon its ability to complete a business combination on or before November 12, 2026. If a business combination is not consummated by this date or an extension not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. WWC, P.C. Certified Public Accountants PCAOB ID No. 1171 We have served as the Company’s auditor since 2024. San Mateo, California March 4, 2026 F- 2 A SPAC III ACQUISITION CORP. CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024 As of December 31, 2025 2024 Assets Cash $ 871,350 $ 1,598,890 Due from related party — 2,576 Prepaid expenses 84,366 116,733 Total current assets 955,716 1,718,199 Investments held in trust account 2,979,936 60,356,959 Total Assets $ 3,935,652 $ 62,075,158 Liabilities, Shares Subject to Redemption and Shareholders’ Equity Accounts payable and accrued expenses $ 535,955 $ 241,113 Promissory note - related party — 276,221 Total current liabilities 535,955 517,334 Total Liabilities 535,955 517,334 Commitments and Contingencies (Note 6) Class A ordinary shares subject to possible redemption, no par value; 100,000,000 shares authorized; 282,581 shares issued and outstanding at redemption value of $ 10.55 per share and 6,000,000 shares issued and outstanding at redemption value of $ 9.62 as of December 31, 2025 and 2024, respectively 2,979,936 57,694,432 Shareholders’ Equity: Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and 2024 — — Class A ordinary shares, no par value; 100,000,000 shares authorized; 555,000 shares issued and outstanding (excluding 282,581 shares and 6,000,000 shares subject to possible redemption) as of December 31, 2025 and 2024, respectively — — Class B ordinary shares, no par value; 10,000,000 shares authorized; 1,500,000 shares issued and outstanding as of December 31, 2025 and 2024 (1) (2) — — Additional paid-in capital — 4,255,351 Retained earnings (accumulated deficit) 419,761 ( 391,959 ) Total shareholders’ equity 419,761 3,863,392 Total Liabilities, Shares Subject to Redemption and Shareholders’ Equity $ 3,935,652 $ 62,075,158 (1) Includes up to 206,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). 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 on November 19, 2024. (2) Shares have been retroactively restated to reflect a share and purchase agreement. On September 3, 2021, 1,437,500 Class B ordinary shares were issued to the Sponsor for $25,000. On July 23, 2024, the Company issued 1,581,250 Class B ordinary 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 Class B ordinary 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) (see Note 7). The accompanying notes are an integral part of these consolidated financial statements. F- 3 A SPAC III ACQUISITION CORP. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 For the years ended December 31, 2025 2024 General and administrative expenses $ 213,529 $ 152,368 Legal and professional expenses 613,771 434,738 Loss from operations ( 827,300 ) ( 587,106 ) Other income: Interest income 2,171,231 360,723 Income (loss) before tax expense 1,343,931 ( 226,383 ) Tax expense — — Net income (loss) $ 1,343,931 $ ( 226,383 ) Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 4,981,829 793,716 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.47 $ 0.50 Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption (1) (2) 2,055,000 1,645,704 Basic and diluted net loss per share, Class A and Class B ordinary shares not subject to redemption $ ( 0.49 ) $ ( 0.38 ) (1) Excludes up to 206,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). 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 on November 19, 2024. (2) Shares have been retroactively restated to reflect a share and purchase agreement. On September 3, 2021, 1,437,500 Class B ordinary shares were issued to the Sponsor for $25,000. On July 23, 2024, the Company issued 1,581,250 Class B ordinary 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 Class B ordinary 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) (see Note 7). The accompanying notes are an integral part of these consolidated financial statements. F- 4 A SPAC III ACQUISITION CORP. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 Ordinary shares Additional (Accumulated deficit) Total Class A Class B paid-in retained shareholders’ Shares Amount Shares (1) (2) Amount capital earnings equity Balance as of January 1, 2025 555,000 $ — 1,500,000 $ — $ 4,255,351 $ ( 391,959 ) $ 3,863,392 Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account) — — — — ( 2,125,035 ) — ( 2,125,035 ) Accretion of carrying value to redemption value — — — — ( 2,130,316 ) ( 532,211 ) ( 2,662,527 ) Net income — — — — — 1,343,931 1,343,931 Balance as of December 31, 2025 555,000 $ — 1,500,000 $ — $ — $ 419,761 $ 419,761 FOR THE YEAR ENDED DECEMBER 31, 2024 Ordinary shares Additional Total Class A Class B paid-in Accumulated shareholders’ Shares Amount Shares (1) (2) Amount capital deficit equity Balance as of January 1, 2024 — $ — 1,581,250 $ — $ 25,000 $ ( 165,576 ) $ ( 140,576 ) Issuance of Private Placement Units 285,000 — — — 2,850,000 — 2,850,000 Issuance of representative shares 270,000 — — — 675,000 — 675,000 Issuance of Public Rights, net of issuance cost — — — — 1,401,595 — 1,401,595 Forfeiture of Class B ordinary shares — — ( 81,250 ) — — — — Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account) — — — — ( 356,959 ) — ( 356,959 ) Accretion of carrying value to redemption value — — — — ( 339,285 ) — ( 339,285 ) Net loss — — — — — ( 226,383 ) ( 226,383 ) Balance as of December 31, 2024 555,000 $ — 1,500,000 $ — $ 4,255,351 $ ( 391,959 ) $ 3,863,392 (1) Includes up to 206,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). 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 on November 19, 2024. (2) Shares have been retroactively restated to reflect a share and purchase agreement. On September 3, 2021, 1,437,500 Class B ordinary shares were issued to the Sponsor for $25,000. On July 23, 2024, the Company issued 1,581,250 Class B ordinary 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 Class B ordinary 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) (see Note 7). The accompanying notes are an integral part of these consolidated financial statements. F- 5 A SPAC III ACQUISITION CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 For the years ended December 31, 2025 2024 Cash Flows from Operating Activities: Net income (loss) $ 1,343,931 $ ( 226,383 ) Adjustment to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in trust account ( 2,125,035 ) ( 356,959 ) Changes in operating assets and liabilities: Prepaid expenses 32,367 ( 116,733 ) Due from related party 2,576 — Accounts payable and accrued expenses 294,842 226,188 Net Cash Used in Operating Activities ( 451,319 ) ( 473,887 ) Cash Flows from Investing Activities: Cash withdrawn from Trust Account to pay public shareholder redemptions 59,502,058 — Purchase of investment held in Trust Account — ( 60,000,000 ) Net Cash Provided by (Used in) Investing Activities 59,502,058 ( 60,000,000 ) Cash Flows from Financing Activities: Payment of public shareholder redemptions ( 59,502,058 ) — Proceeds from sale of public units — 60,000,000 Proceeds from sale of private placement units — 2,850,000 Proceeds from issuance of promissory note to related party — 150,570 Payment of underwriter commissions — ( 600,000 ) Payment of offering costs — ( 325,217 ) Repayment of promissory note - related party ( 276,221 ) — Advance to a related party — ( 2,576 ) Net Cash (Used In) Provided by Financing Activities ( 59,778,279 ) 62,072,777 Net Change in Cash ( 727,540 ) 1,598,890 Cash, Beginning of Year 1,598,890 — Cash, End of Year $ 871,350 $ 1,598,890 Supplemental Disclosure of Cash Flow Information: Initial classification of ordinary shares subject to redemption $ — $ 56,998,188 Accretion of carrying value to redemption value of Class A redeemable ordinary shares $ 4,787,562 $ 696,244 Deferred offering costs paid via promissory note - related party $ — $ 88,867 The accompanying notes are an integral part of these consolidated financial statements. F- 6 A SPAC III ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations A SPAC III Acquisition Corp. (the “Company”) is blank check company incorporated as a British Virgin Island (“BVI”) business company on September 3, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). Although there is no restriction or limitation on what industry or geographic region the Company’s target operates in, it is the Company’s intention to pursue prospective targets that are in the Environmental, Sustainability and Governance (ESG) and material technology sector. The Company has two wholly owned inactive subsidiaries, A SPAC III Mini Acquisition Corp. (the “Purchaser” or “PubCo”), a BVI corporation, formed on January 24, 2025, and A SPAC III Mini Sub Acquisition Corp. (“Merger Sub”), a BVI corporation, formed initially as a wholly owned subsidiary of PubCo on February 3, 2025. On September 10, 2025, the Company completed an internal reorganization, pursuant to which Merger Sub became a wholly owned subsidiary of the Company (the “Reorganization”). As part of the Reorganization, PubCo transferred 100 % of the issued and outstanding equity of Merger Sub to the Company. As of December 31, 2025, the Company had not commenced any operations. All activities for the period from September 3, 2021 (inception) through December 31, 2025 relate to the Company’s formation and the Initial Public Offering (the “IPO”) described below, and subsequent to the IPO, identifying a target company for a Business Combination and the negotiation with the potential targets for an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is A SPAC III (Holdings) Corp., a BVI company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on November 8, 2024 (the “Effective Date”). On November 12, 2024, the Company consummated the IPO of 5,500,000 units (the “Units”). Each Unit consists of one Class A ordinary share, no par value per share, and one right to receive of one-tenth of one Class A ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $ 10.00 per Unit, generating total gross proceeds of $ 55,000,000 . Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 280,000 units (the “Private Placement Units”) to the Sponsor, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 2,800,000 , which is described in Note 4. The Company granted the underwriters a 45-day option to purchase up to an additional 825,000 Units at the IPO price to cover over-allotments, if any. Subsequently, on November 15, 2024, the underwriters notified the Company of their election to partially exercise the over-allotment option to purchase additional 500,000 Units of the Company (the “Over-Allotment Option Units”). The closing of the issuance and sale of the additional Units occurred on November 19, 2024. The total aggregate issuance by the Company of 500,000 Over-Allotment Option Units at the price of $ 10.00 per unit generated total gross proceeds of $ 5,000,000 . On November 19, 2024, 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 Class B ordinary shares were forfeited for no consideration. Total transaction costs amounted to $ 1,600,217 consisting of $ 600,000 of cash underwriting commissions which was paid in cash at the closing date of the IPO and the sale of the Over-Allotment Option Units on November 12, 2024 and November 19, 2024, respectively, $ 675,000 fair value of the Representative Shares (as discussed below), and $ 325,217 of other offering costs. At the closing date of the IPO and Over-allotment Option, cash of $ 1,888,753 was held outside of the Trust Account (as defined below) and was available for the payment of accrued offering costs and for working capital purposes. In connection with the IPO and issuance and sales of the Over-Allotment Option Units, the Company issued to Maxim Group LLC (“Maxim”), the representative of underwriters, an aggregate of 270,000 Class A ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $ 675,000 . The Representative Shares are identical to the public shares except that Maxim has agreed not to transfer, assign or sell any such shares until the completion of the initial business combination. The Representative Shares are deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the IPO pursuant to FINRA Rule 5110(e)(1). In addition, Maxim (and its designees) has agreed (and its permitted transferees will agree) (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to complete its initial Business Combination within 24 months of the closing of the IPO. F- 7 A total of $ 60,000,000 ($ 10.00 per Unit) of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on November 12, 2024 and November 19, 2024, was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust acting as trustee. The funds placed in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the private placement will not be released from the Trust Account 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 (defined below) 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 (defined below), subject to applicable law and as further described in the Prospectus. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. The proceeds deposited in the Trust Account could become subject to the claims of the creditors, if any, which could have priority over the claims of the public shareholders. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a business combination successfully. The initial Business Combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80 % of the value of the Trust Account (defined below) (less any taxes payable on interest earned and less any interest earned thereon that is released to the Company for taxes) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock exchange listing requirement. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest, which interest shall be net of taxes payable, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $ 10.00 per public share (subject to increase of up to an additional $ 0.20 per unit in the event that the Sponsor elects to extend the period of time to consummate a Business Combination, as described in more detail in the IPO). The Company accounted for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times, ordinary shares will be classified as shareholder’s equity. In accordance with ASC 480-10-S99, the Company classified the Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. As of November 19, 2024, given that the 6,000,000 Class A ordinary shares (inclusive of the partial exercise of the underwriter’s over-allotment option) sold as part of the units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in redemption value as a charge against retained earnings or, in the absence of retained earnings, as a charge against additional paid-in-capital over an expected 12-month period leading up to a business combination. The Company initially had 12 months from the closing of the IPO (or up to 18 months if the Company extends the date by which it has to complete a business combination) to consummate a Business Combination. Currently, as a result of the shareholders’ approval at the 2025 EGM (as defined below), the Company amended and restated its Charter to extend the date by which it has to complete a business combination (the “Combination Period”) to November 12, 2026, or up to 24 months from the IPO. If the Company has not completed the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $ 100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law. F- 8 The underwriters, the Sponsor, officers and directors have agreed to (i) to waive their redemption rights with respect to their Private Placement Shares (as defined in Note 4), Founder Shares (as defined in Note 5), Representative’s Shares (as defined in Note 6) and any public shares they may hold in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Private Placement Shares, Founder Shares and Representative’s Shares if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). If the Company submits the initial Business Combination to the public shareholders for a vote, the underwriters, the Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with the Company, to vote any Founder Shares, Private Placement Shares, and Representative’s Shares held by them and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $ 10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations. Agreements On December 31, 2024, the Company entered into an agreement with HDEducation Group Limited, a Cayman Islands exempted company (“HD Group”) (the “HD Group Agreement”). HD Group is headquartered in Anji County, China, and is a comprehensive service platform for students pursuing university education globally. The Agreement is intended to express a mutual indication of interest, and remains subject, in all respect, to the execution of definitive agreements. Pursuant to the terms of the Agreement, the aggregate consideration to be paid to existing shareholders of HD Group is $ 300,000,000 , which will be paid entirely in stock, comprised of newly issued Class A ordinary shares and Class B ordinary shares of A SPAC III Mini Acquisition Corp., a then to-be-formed British Virgin Islands business company and the Company’s its wholly owned subsidiary (the “PubCo”) at a price of $ 10.00 per share. On May 21, 2025, the HD Group Agreement was terminated by mutual agreement by the Company and HD Group. On January 24, 2025, the Company entered into an agreement with Bioserica International Limited, a British Virgin Islands business company (“Bioserica”) (the “Bioserica Agreement”). Bioserica is in the business of researching and developing, manufacturing, marketing and sales of bio-based antimicrobial materials. The Bioserica Agreement is intended to express a mutual indication of interest, reflects additional terms negotiated, and remains subject, in all respect, to the execution of definitive agreements. On May 23, 2025, the Company entered into a merger agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with PubCo, Merger Sub, and Bioserica. Pursuant to the Merger Agreement, among other things, (i) the Company will merge with and into PubCo, the separate corporate existence will cease and PubCo will continue as the surviving corporation (the “Reincorporation Merger”), and (ii) the Merger Sub will merge with and into Bioserica and Bioserica will continue as the surviving company under the laws of the British Virgin Islands and become a wholly owned subsidiary of PubCo (the “Acquisition Merger”). Pursuant to the terms of the Merger Agreement, the aggregate consideration for the Acquisition Merger is $ 217,860,000 , consisting of (i) $ 200,000,000 , payable in the form of 20,000,000 newly issued PubCo Class B ordinary shares, valued at $ 10.00 per share; and (ii) $ 17,860,000 , payable in the form of 1,786,000 newly issued PubCo Class A ordinary shares, valued at $ 10.00 per share (assuming that Bioserica would receive an aggregate of $ 12,500,000 investment from third parties prior to Closing). The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement. Concurrently with the execution of the Merger Agreement, Bioserica, PubCo, the Company and a shareholder of Bioserica (the “Supporting Shareholder”) entered into a voting and support agreement (“Voting and Support Agreement”) pursuant to which such the Supporting Shareholder has agreed, among other things, to vote in favor of the Acquisition Merger, the adoption of the Merger Agreement and any other matters necessary or reasonably requested by Bioserica, PubCo or the Company for consummation of the Acquisition Merger and the other transactions contemplated by the Merger Agreement. In addition, the Supporting Shareholder has agreed not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer the shares of the Company owned of record and beneficially by such Supporting Shareholder or over which such Supporting Shareholder has voting power, prior to the earlier to occur of (a) the closing of the Acquisition Merger, (b) the termination of the Merger Agreement, and (c) written agreement of the Supporting Shareholder, on the one hand, and the Company and PubCo, on the other hand. F- 9 Extensions and Redemptions On October 27, 2025, at its Extraordinary General Meeting (the “2025 EGM”), the Company’s shareholders approved a proposal to amend and restate the Company’s amended and restated memorandum and articles of association (the “Charter “) to, among other things, allow the Company to extend the date by which it has to complete a business combination for an additional 12 months from November 12, 2025 to November 12, 2026. In connection with the shareholders’ vote at the 2025 EGM, 5,717,419 Class A ordinary shares were tendered for redemption. On October 27, 2025, following the shareholder approval, the Company filed the amended and restated memorandum and articles of Association (the “Amended Charter”) with the British Virgin Islands Registrar of Corporate Affairs, giving the Company up to 24 months from its initial public offering (i.e., until November 12, 2026) to consummate an initial business combination. As of October 6, 2025, the record date for the 2025 EGM, there were 8,055,000 ordinary shares outstanding and entitled to vote. At the 2025 EGM, there were 7,113,684 ordinary shares voted by proxy or in person, representing 88.3 % of the total ordinary shares as of the record date, and constituting a quorum for the transaction of business. The shareholders approved the Extension Amendment Proposal, and the Company filed the New Charter with the Registrar of Corporate Affairs at the British Virgin Islands. Pursuant to the New Charter effective on October 27, 2025, the Company has up to 24 months from its initial public offering (i.e., until November 12, 2026) to consummate an initial business combination. In connection with the shareholders’ vote at the 2025 EGM, 5,717,419 Class A ordinary shares were redeemed for $ 59,502,058 . Immediately after the redemption, there was approximately $ 2.9 million remaining in the Trust Account and Sponsor holds approximately 76.4 % of the Company’s 2,337,581 outstanding ordinary shares. Going Concern Consideration As of December 31, 2025, the Company had $ 871,350 in cash and working capital of $ 419,761 . The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $ 25,000 from the sale of the Founders Shares (as defined in Note 5), and loan proceeds from the Sponsor of $ 350,000 under the Note (see Note 5), which was subsequently repaid in full on January 24, 2025. Subsequent from the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the IPO, and the Private Placement held outside of the Trust Account. The Company expects to incur increased expenses since becoming a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses in connection with the initial Business Combination. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. If the Company is unable to complete its Business Combination because it does not have sufficient funds available, it may cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. The Company has until November 12, 2026 to consummate the initial Business Combination (assuming no extensions). There is no assurance that the Company’s plans to consummate a Business Combination will be successful by November 12, 2026. If the Company does not complete a Business Combination, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that business combination might not happen within the 12-month period from the date of the auditors’ report. Management has determined that the liquidation, should a business combination not occur, and potential subsequent dissolution, as well as liquidity concerns raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, management believes that it would be prudent to include in its disclosure language about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after November 12, 2026. Based upon the above analysis, management determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Various social and political circumstances in the U.S. and around the world (including rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. As a result of these circumstances and the ongoing Venezuela, Russia/Belarus/Ukraine, Hamas/Iran/Lebanon/Israel in the Middle Eastern countries conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and potential future sanctions on the world economy and the specific impact on the Company’s financial position, results of operations or ability to consummate a Business Combination are not yet determinable. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. F- 10 Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Principles of consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 871,350 and $ 1,598,890 in cash and cash equivalents as of December 31, 2025 and 2024, respectively. Offering Costs Associated with Initial Public Offering Offering costs were $ 1,600,217 consisting principally of underwriting, legal and other expenses incurred through the balance sheet date that were related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. The Company allocates offering costs among public shares, Public Rights and Private Units based on the relative fair values of public shares, Public Rights and Private Units. Accordingly, $ 1,561,812 was allocated to Public Shares and charged to temporary equity, and $ 38,405 was allocated to Public Rights and Private Units and charged to shareholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. F- 11 The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. These securities are presented on the balance sheet at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. During the year ended December 31, 2025, there were no additional deposits made and with interest earned from the Trust Account amounted to $ 2,125,035 . There were $ 59,502,058 withdrawals made by the public shareholders in connection with the shareholders’ vote for term extension at the 2025 EGM during the year ended December 31, 2025. As of December 31, 2025 and 2024, investments held in Trust Account were $ 2,979,936 and $ 60,356,959 , respectively. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. In accordance with the SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the 6,000,000 Class A ordinary shares sold as part of the Company’s IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. The Company’s Class A ordinary shares is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period, which is the initial period that the Company has to complete a Business Combination. Accordingly, as of December 31, 2025 and 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ equity on the Company’s balance sheet in the following table: Gross proceeds from IPO $ 60,000,000 Subtract: Proceeds allocated to Public Rights ( 1,440,000 ) Allocation of offering costs related to redeemable shares ( 1,561,812 ) Add: Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account) 356,959 Accretion of carrying value to redemption value 339,285 Class A ordinary shares subject to possible redemption – December 31, 2024 $ 57,694,432 Add: Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account) 2,125,035 Accretion of carrying value to redemption value 2,662,527 Subtract: Payment to redeemed shareholders ( 59,502,058 ) Class A ordinary shares subject to possible redemption – December 31, 2025 2,979,936 F- 12 Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the units is contingent upon the occurrence of future events. As of December 31, 2025 and 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per share is the same as basic earnings per share for the period presented. The net income (loss) per share presented in the statement of operations is based on the following: For the years ended December 31, 2025 2024 Net income (loss) $ 1,343,931 $ ( 226,383 ) Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account) ( 2,125,035 ) ( 356,959 ) Accretion of ordinary shares to redemption value ( 2,662,527 ) ( 339,285 ) Net loss including accretion of ordinary shares to redemption value $ ( 3,443,631 ) $ ( 922,627 ) For the years ended December 31, 2025 2024 Redeemable Class A ordinary shares Non-redeemable Class A and Class B ordinary shares Redeemable Class A ordinary shares Non-redeemable Class A and Class B ordinary shares Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net loss $ ( 2,437,970 ) $ ( 1,005,661 ) $ ( 300,195 ) $ ( 622,432 ) Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account) 2,125,035 — 356,959 — Accretion of ordinary shares subject to possible redemption to redemption value 2,662,527 — 339,285 — Allocation of net income (loss) 2,349,592 ( 1,005,661 ) 396,049 ( 622,432 ) Denominator: Basic and diluted weighted average shares outstanding 4,981,829 2,055,000 793,716 1,645,704 Basic and diluted net income (loss) per ordinary share $ 0.47 $ ( 0.49 ) 0.50 $ ( 0.38 ) Rights Accounting The Company accounts for rights as either equity-classified or liability-classified instruments based on an assessment of the right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding. For issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance. For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the rights are recognized as a non-cash gain or loss on the statements of operations. As the rights to be issued upon the closing of the IPO and sale of private placement units meet the criteria for equity classification under ASC 815, therefore, the rights are classified as equity. F- 13 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the British Virgin Islands. In accordance with British Virgin Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . At December 31, 2025 and 2024, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Recent Accounting Pronouncements In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides guidance on the measurement of credit losses for accounts receivable and contract assets. The standard aims to improve the accuracy of credit loss estimates by requiring entities to consider historical loss experience, current conditions, and reasonable and supportable forecasts. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the potential impact of the adoption of ASU 2025-05 on its financial statements. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the potential impact of adopting the standard on its financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-09 on January 1, 2025 and did not have a significant impact. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance on January 1, 2025 (see Note 9). The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. Note 3 — Initial Public Offering Pursuant to the IPO on November 12, 2024 and the partial exercising of the over-allotment option on November 19, 2024, the Company sold 6,000,000 Units, at a price of $ 10.00 per Unit generating gross proceeds of $ 60,000,000 . Each Unit consists of one Class A Ordinary Share and one right to receive one-tenth (1/10) of one Class A ordinary share at the closing of the Company’s Business Combination. The Company will not issue fractional shares upon conversion of the rights, as disclosed in Note 7. Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 280,000 Private Placement Units at a price of $ 10.00 per unit for an aggregate purchase price of $ 2,800,000 . On November 19, 2024, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 5,000 Private Placement Units, generating gross proceeds of $ 50,000 . Each Private Placement Unit was identical to the units sold in the IPO, except as described below. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares, Private Placement Units, shares underlying the Private Placement Units (“Private Placement Shares”) or the rights included in the Private Placement Units (“Private Placement Rights”). The Private Placement Rights will expire worthless if the Company does not consummate a Business Combination within the Combination Period. With certain limitations, the Private Placement Units, Private Placement Shares, Private Placement Rights and the Class A ordinary shares underlying such rights will not be transferable, assignable or salable by the Sponsor until thirty (30) days after the completion of the Company’s initial Business Combination, except to permitted transferees. F- 14 Note 5 — Related Party Transactions Founder Shares 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. As a result of the underwriter’s partial exercise of the over-allotment option on November 19, 2024, 81,250 Class B ordinary shares were forfeited for no consideration. On October 25, 2025, the Sponsor entered into the Assignment of Economic Interest Agreement with an unaffiliated third party. In exchange for such third party agreeing to vote 621,084 shares of the Company’s Class A ordinary shares sold in its initial public offering in favor of the Charter Amendment Proposal, the Sponsor agreed to transfer to such third party or third parties an aggregate of 100,000 shares of the Company’s Class B ordinary shares held by the Sponsor immediately following the release or expiration of any transfer restrictions after the consummation of an initial business combination. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if the last sale price of the Company’s ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day after the initial Business Combination, the Founder Shares will be released from the Lock-up. Promissory Note — Related Party On September 10, 2021, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 350,000 (the “Promissory Note”). The Promissory Note is non-interest bearing, unsecured and shall be payable promptly after the date on which the Company consummates an IPO of its securities or the date on which the Company determines not to conduct an initial public offering of its securities. These loans will be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. The Company subsequently repaid the $ 276,221 outstanding balance under the Promissory Note on January 24, 2025. As of December 31, 2025 and 2024, there were nil and $ 276,221 outstanding under the Promissory Note, respectively. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,150,000 of such Working Capital Loans may be convertible into units at a price of $ 10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units issued to the Sponsor. The terms of Working Capital Loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding. F- 15 Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units, the Representatives Shares, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, on the earlier of (A) six months after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the completion of the initial business combination that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the private placement units, including the component securities therein, until the completion of the initial business combination. Notwithstanding the above, the shares issued to the underwriters in the IPO will be further subject to the limitations on registration requirements imposed by FINRA Rule 5110(g)(8). The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement Pursuant to the underwriting agreement entered into on November 8, 2024, the underwriter was paid $ 600,000 for the underwriting commissions (including for the partial exercise of over-allotment option). Additionally, the Company issued to the underwriter an aggregate of 270,000 Class A ordinary shares including 22,500 shares as a result of partial exercise of the underwriters’ over-allotment option at the closing of the IPO, for no consideration, subject to the terms of the underwriting agreement. The underwriter has agreed not to transfer, assign or sell any such Representative Shares until the completion of the initial Business Combination. In addition, the underwriter has agreed (and its permitted transferees will agree) (i) to waive its redemption rights with respect to such Representative Shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such Representative Shares if the Company fails to complete its initial Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the IPO pursuant to FINRA Rule 5110(e)(1). Right of First Refusal For a period beginning on the closing of the IPO and ending 12 months from the closing of a Business Combination, the Company has granted the underwriter a right of first refusal to act as sole underwriter, sole book-running manager and sole placement agent for any and all future private or public equity, equity-linked, convertible and debt offerings during such 12 months from the closing of a Business Combination of the Company, or any successor to or any subsidiary of the Company. For the sake of clarity, this right of refusal shall encompass the time period leading up to the closing of the Business Combination while the Company is still a special purpose acquisition company. Notwithstanding the foregoing, in the event that a target company – in connection with a Business Combination – sources a private placement of public equity (a “PIPE”), the aforementioned right of refusal reference shall not apply in such a limited instance. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales in the IPO. Merger Agreement On May 23, 2025, the Company entered into the Merger Agreement with (i) Bioserica, (ii) PubCo, and (iii) Merger Sub. Pursuant to the Merger Agreement, among other things, (i) the Company will merge with and into PubCo, the separate corporate existence will cease and the PubCo will continue as the surviving corporation (the “Reincorporation Merger”), and (ii) the Merger Sub will merge with and into Bioserica and Bioserica will continue as the surviving company under the laws of the British Virgin Islands and become a wholly owned subsidiary of the PubCo (the “Acquisition Merger”). Pursuant to the terms of the Merger Agreement, the aggregate consideration for the Acquisition Merger is $ 217,860,000 , consisting of (i) $ 200,000,000 , payable in the form of 20,000,000 newly issued PubCo Class B ordinary shares, valued at $ 10.00 per share; and (ii) $ 17,860,000 , payable in the form of 1,786,000 newly issued PubCo Class A ordinary shares, valued at $ 10.00 per share (assuming that Bioserica would receive an aggregate of $ 12,500,000 investment from third parties prior to Closing). The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the transactions contemplated by the Merger Agreement is subject to certain conditions as further described in the Merger Agreement. F- 16 Concurrently with the execution of the Merger Agreement, Bioserica, PubCo, the Company and a shareholder of Bioserica (the “Supporting Shareholder”) entered into a voting and support agreement (“Voting and Support Agreement”) pursuant to which such the Supporting Shareholder has agreed, among other things, to vote in favor of the Acquisition Merger, the adoption of the Merger Agreement and any other matters necessary or reasonably requested by Bioserica, PubCo or the Company for consummation of the Acquisition Merger and the other transactions contemplated by the Merger Agreement. In addition, the Supporting Shareholder has agreed not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer the shares of the Company owned of record and beneficially by such Supporting Shareholder or over which such Supporting Shareholder has voting power, prior to the earlier to occur of (a) the closing of the Acquisition Merger, (b) the termination of the Merger Agreement, and (c) written agreement of the Supporting Shareholder, on the one hand, and the Company and PubCo, on the other hand. Note 7 — Shareholders’ Equity Preference Shares — The Company is authorized to issue a total of 1,000,000 preferred shares with no par value. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 100,000,000 Class A ordinary shares with no par value. As of December 31, 2025 and 2024, there were 555,000 Class A ordinary shares outstanding, excluding 282,581 and 6,000,000 Class A ordinary shares subject to possible redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue a total of 10,000,000 Class B ordinary shares with no par value. On September 3, 2021, 1,437,500 Class B ordinary shares were issued to the Sponsor for $ 25,000 . On July 23, 2024, the Company issued 1,581,250 Class B ordinary 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 Class B ordinary 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). The Class B ordinary shares have been retroactively restated to reflect a share subscription and purchase agreement. 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. As of December 31, 2025 and 2024, there were 1,500,000 Class B ordinary shares issued and outstanding. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution right, share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in the Company’s amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20 % of the sum of all ordinary shares issued and outstanding upon completion of the IPO, including pursuant to the Over-Allotment Option, plus all Class A ordinary shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities issued or deemed issued in connection with or in relation to the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the public shares will not be entitled to vote on the election of directors during such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a majority of the ordinary shares who are eligible to vote and attend and vote in a general meeting of the shareholders. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of the public shares will vote together as a single class, with each share entitling the holder to one vote. Rights — As of December 31, 2025 and 2024, there were 282,581 and 6,000,000 rights issued and outstanding respectively. Each holder of a right will receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial Business Combination, even if the holder of such right redeemed all Class A ordinary shares held by it in connection with the initial Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of an initial Business Combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into Class A ordinary share basis, and each holder of a right will be required to affirmatively convert its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. More specifically, the right holder will be required to indicate its election to convert the rights into underlying shares as well as to return the original rights certificates to the Company. F- 17 If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. As soon as practicable upon the consummation of the initial Business Combination, the Company will direct registered holders of the rights to return their rights to the rights agent. Upon receipt of the rights, the rights agent will issue to the registered holder of such rights the number of full Class A ordinary shares to which it is entitled. The Company will notify registered holders of the rights to deliver their rights to the rights agent promptly upon consummation of such Business Combination and have been informed by the rights agent that the process of exchanging their rights for Class A ordinary shares should take no more than a matter of days. The foregoing exchange of rights is solely ministerial in nature and is not intended to provide the Company with any means of avoiding the Company’s obligation to issue the shares underlying the rights upon consummation of the initial Business Combination. Other than confirming that the rights delivered by a registered holder are valid, the Company will have no ability to avoid delivery of the shares underlying the rights. Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company’s). The Company will not issue fractional shares upon conversion of the rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of British Virgin Island’s law. As a result, you must hold rights in multiples of 10 in order to receive shares for all of the investors’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Accordingly, the rights may expire worthless. Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. As of December 31, Quoted prices in active markets Significant other observable inputs Significant other unobservable inputs 2025 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account $ 2,979,936 $ 2,979,936 — — As of December 31, Quoted prices in active markets Significant other observable inputs Significant other unobservable inputs 2024 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account $ 60,356,959 $ 60,356,959 — — F- 18 Note 9 — Segment Information ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying consolidated financial statements. The Company’s chief operating decision maker has been identified as the Chief Executive Officer, Chief Financial Officer and Chairman (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment. The Company’s CODM does not review assets by segment in the evaluation and therefore assets by segment are not disclosed below. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews key metrics, which include the following: For the years ended December 31, 2025 2024 General and administrative and legal and professional expenses $ 827,300 587,106 Interest earned on investments held in Trust Account $ 2,125,035 356,959 The key measures of segment profit or loss reviewed by the CODM are general and administrative expenses and interest earned on investments held in Trust Account. The CODM reviews interest earned on investments in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investments with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses include insurance expenses, Nasdaq listing expenses, trust service expenses, auditing expenses, printing expenses, and regulatory filing fees, none of which are deemed to be significant segment expenses and are reviewed in aggregate to ensure alignment with budget and contractual obligations. Note 10 — Subsequent Events In accordance with ASC 855, Subsequent Events, the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. On January 16, 2026, pursuant to the Exchange Agreement between the Company and the Sponsor, the Sponsor transferred and delivered to the Company 1,499,900 Class B ordinary shares in exchange for 1,499,900 Class A ordinary shares (the “Share Exchange”). The 1,499,900 Class A ordinary shares issued in connection with the Share Exchange are subject to the same restrictions as applied to the Class B ordinary shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination. Following the Share Exchange, there are 2,337,481 Class A Shares and 100 Class B Shares issued and outstanding. As a result of the Share Exchange, the Sponsor holds approximately 76.4 % of the Company’s outstanding Class A Shares. Other than the share exchange described above, the Company did not identify any subsequent events that required adjustment to or disclosure in the consolidated financial statements. F- 19