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Item 7. Management’s Discussion and Analysis

2026-03-04 compared with 2025-03-05 · 410 added, 260 removed, 16 unchanged (98% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

to the “Company,” “us,” “our,” or “we” refer to A SPAC III Acquisition Corp.

The following

discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial

statements and related notes herein.

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with our audited financial statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary

Data” of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a

result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item

Risk Factors” and elsewhere in this Annual Report on Form 10-K.

are a blank check company incorporated in the British Virgin Islands as a business company and incorporated for the purpose of effecting

a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the private

placement of the Private Placement Units, the proceeds of the sale of our securities in connection with our initial business combination.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete

a business combination will be successful.

November 12, 2024, the Company consummated its Initial Public Offering (“IPO”) and sold 5,500,000 Units.

Each Unit consists

of one Class A ordinary share and one Right to receive one-tenth of one Class A ordinary share upon the consummation of an initial Business

The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $55,000,000.

Simultaneously

with the closing of the IPO and the sale of the Units, the Company consummated the Private Placement of an aggregate 280,000 Private

Placement Units.

Subsequently,

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

The closing of

the issuance and sale of the additional Units occurred (the “Over-Allotment Option Units”) on November 19, 2024.

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.

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

Class A ordinary shares for no consideration (the “Representative Shares”).

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.

closing of the IPO, the Private Placement, and the sale of the Over-Allotment Option Units, a total of $60,000,000 was placed in the

Trust Account established for the benefit of our public shareholders and the underwriters of the IPO with Continental Stock Transfer

& Trust Company acting as trustee.

transaction costs related to the offering 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, $675,000 fair value of the Representative Shares,

and $325,217 of other offering costs.

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 to-be-formed British Virgin Islands business company

and the Company’s its wholly owned subsidiary (the “Purchaser”) at a price of $10.00 per share.

January 24, 2025, the Company entered into an a 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 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.

The Agreement is intended

to express a mutual indication of interest, and remains subject, in all respect, to the execution of definitive agreements.

to the terms of the Agreement, the aggregate consideration to be paid to existing shareholders of Bioserica is $200,000,000, which will

be paid entirely in stock, comprised of newly issued Class A ordinary shares and Class B ordinary shares of the Purchaser at a price

of $10.00 per share.

of Operations

have neither engaged in any operations nor generated any operating revenues to date.

Our only activities from inception through December

31, 2024 were organizational activities and those necessary to prepare for the IPO, and, following our IPO, searching for a Business

Combination target and the negotiation with potential targets for an initial Business Combination.

We do not expect to generate any operating

revenues until after the completion of our initial business combination.

We expect to generate non-operating income in the form of interest

income on marketable securities held after the IPO.

We expect that we will incur increased expenses as a result of being a public company

(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching

for, and completing, a Business Combination.

the year ended December 31, 2024, we had net loss of $226,383, which consisted of general and administrative expenses of $587,106, offset

by total interest income from our bank account and investments in Trust Account of $360,723.

the year ended December 31, 2023, we had net loss of $2,650, all of which consisted of formation and operating expenses.

and Capital Resources

Company’s liquidity needs prior to the closing of IPO were satisfied through a payment from the Sponsor of $25,000 (see Note 5)

for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $244,603 (see

As previously disclosed on a Current Report on Form 8-K dated November 8, 2024, on November 12, 2024, 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 (“Public

Share”) and one right (“Public Right”) to receive one-tenth of one ordinary share upon the consummation of an initial

business combination.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,”

“us,” “our,” or “we” refer to A SPAC III Acquisition Corp.

The following discussion and analysis of

our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes

The following discussion and

analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial

statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this

Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including

those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere

in this Annual Report on Form 10-K.

We are a blank check company

incorporated in the British Virgin Islands as a business company and incorporated for the purpose of effecting a merger, share exchange,

asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

We intend to effectuate

our initial business combination using cash from the proceeds of our Initial Public Offering and the private placement of the Private

Placement Units, the proceeds of the sale of our securities in connection with our initial business combination.

We expect to continue to incur

significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a business combination will

be successful.

Recent Developments

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

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 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 (i) Bioserica, (ii) PubCo, and (iii) A SPAC III Mini Sub Acquisition Corp., a British Virgin Islands business company formed as a

wholly owned subsidiary of PubCo on February 3, 2025 (“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 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.

The foregoing description

of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement,

a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on May 27, 2025, and incorporated by reference herein.

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.

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.

On October 27, 2025, the Company

convened its extraordinary general meeting (the “2025 EGM”) at which the shareholders voted pursuant to the definitive proxy

statement, filed by the Company with the Securities and Exchange Commission on October 10, 2025 and mailed by the Company to its shareholders

on or about October 10, 2025.

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 88.31% 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 amended

and restated memorandum and articles of Association (the “Amended Charter”) with the Registrar of Corporate Affairs at the

British Virgin Islands.

Pursuant to the Amended Charter which is 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.

The Amended Charter was filed as

an exhibit to the Current Report on Form 8-K, filed on October 27, 2025.

In connection with the shareholders’

vote at the 2025 EGM, 5,717,419 additional 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.

On October 25, 2025, the Sponsor

entered into an assignment of economic interest agreement (the “Assignment of Economic Interest Agreement”) with an unaffiliated

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 proposal to amend and restate the Company’s amended and restated memorandum and articles

of association to allow the Company to extend the date by which it has to consummate a business combination for an additional twelve (12)

months from November 12, 2025 to November 12, 2026 (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.

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 as described in the Prospectus.

Results of Operations

We have neither engaged in

any operations nor generated any operating revenues to date.

Our only activities from inception through December 31, 2025 were organizational

activities and those necessary to prepare for the IPO, and, following our IPO, searching for a Business Combination target and the negotiation

with potential targets for an initial Business Combination.

We do not expect to generate any operating revenues until after the completion

of our initial business combination.

We expect to generate non-operating income in the form of interest income on marketable securities

held after the IPO.

We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business

For the year ended December

31, 2025, we had net income of $1,343,931 which consisted of general and administrative expenses of $827,300, offset by total interest

income from our bank account and investments in Trust Account of $2,171,231

For the year ended December

31, 2024, we had net loss of $226,383, which consisted of general and administrative expenses of $587,106, offset by total interest income

from our bank account and investments in Trust Account of $360,723.

Liquidity and Capital Resources

The Company’s liquidity

needs prior to the closing of IPO were satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to

cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $350,000 (see Note 5).

As previously

disclosed on a Current Report on Form 8-K dated November 8, 2024, on November 12, 2024, 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 (“Public Share”) and

one right (“Public Right”) to receive one-tenth of one ordinary share upon the consummation of an initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $55,000,000.

granted the underwriters a 45-day option to purchase up to 825,000 additional Units to cover over-allotments (the “Over-Allotment

Option Units”), if any.

The underwriters notified their partial exercise of the Over-Allotment Option on November 15, 2024, and

closed the Over-Allotment Option on November 19, 2024.

The total aggregate issuance by us of 6,000,000 units at a price of $10.00 per

Unit resulted in a total gross proceeds of $60,000,000.

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.

Placement Unit was identical to the units sold in the IPO, except as described below.

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”).

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.

the IPO and the sale of the Private Placement Units, including the sale of the Over-Allotment Option Units, a total of $60,000,000 was

placed in the Trust Account, and the Company had $1,888,753 of cash held outside of the Trust Account, after payment of costs related

to the Initial Public Offering, and available for working capital purposes.

The Company incurred $1,600,217 in transaction costs, including

$600,000 of underwriting fees, the fair value of the representative shares of $675,000, and $325,217 of other offering costs.

of December 31, 2024, the Company had $1,598,890 of cash on hand and working capital of $1,200,865.

order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,

our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may

be required (the “Working Capital Loan”).

The Company granted the underwriters

a 45-day option to purchase up to 825,000 additional Units to cover over-allotments (the “Over-Allotment Option Units”), if

The underwriters notified their partial exercise of the Over-Allotment Option on November 15, 2024, and closed the Over-Allotment

Option on November 19, 2024.

The total aggregate issuance by us of 6,000,000 units (which includes the partial exercise of the Over-Allotment

Option) at a price of $10.00 per Unit resulted in a total gross proceeds of $60,000,000.

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 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.

Following the IPO and the

sale of the Private Placement Units, including the sale of the Over-Allotment Option Units, a total of $60,000,000 was placed in the Trust

Account, and the Company had $1,888,753 of cash held outside of the Trust Account, after payment of costs related to the Initial Public

Offering, and available for working capital purposes.

The Company incurred $1,600,217 in transaction costs, including $600,000 of underwriting

fees, the fair value of the representative shares of $675,000, and $325,217 of other offering costs.

We intend to use substantially all

of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable),

to complete our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete

our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of

the target business or businesses, make other acquisitions and pursue our growth strategies.

Such working capital funds could be used

in a variety of ways and could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the

completion of our Business Combination or to indemnify any of our officers or directors as required by law if the funds available to us

outside of the Trust Account were insufficient to cover such expenses.

On January 24, 2025, the Company repaid the Promissory Note in

As of December 31, 2025, no amount was outstanding under the promissory note with our Sponsor.

As of December 31, 2025, we

had marketable securities held in the Trust Account of $2,979,936 (including approximately $2,171,231 of interest income for the year

ended December 31, 2025) consisting of U.S.

Treasury Bills with a maturity of 185 days or less.

We may withdraw interest from the Trust

Account to pay taxes, if any.

As of December 31, 2025, the

Company had $871,350 of cash on hand and working capital of $419,761.

In order to fund working capital

deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of

our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (the “Working

Capital Loan”).

If we complete our initial business combination, we would repay such loaned amounts.

In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust

account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

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.

The units would be identical to the private

placement units issued to our Sponsor.

The terms of such loans by our officers and directors, if any, have not been determined and no

written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor or an affiliate

of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights

to seek access to funds in our trust account.

As of December 31, 2024 and 2023, no borrowing was outstanding under the Working Capital

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial

Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we

become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may

issue additional securities or incur debt in connection with such Business Combination.

Subject to compliance with applicable securities

laws, we would only complete such financing simultaneously with the completion of our Business Combination.

If we are unable to complete

our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate

the Trust Account.

In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional

financing in order to meet our obligations.

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.

In addition, if the Company is unable to complete

a business combination 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if we extend the period

of time to consummate a business combination by the full amount of time), the Company’s board of directors would proceed to commence

a voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans to consummate

a Business Combination will be successful.

In connection with the Company’s assessment of going concern considerations in accordance

with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure

of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, management has determined that such condition

also raises substantial doubt about the Company’s ability to continue as a going concern.

The management’s plan in addressing

this uncertainty is through the Working Capital Loans (see Note 5).

In addition, if the Company is unable to complete a business combination

within the Combination Period (by November 12, 2025), the Company’s board of directors would proceed to commence a voluntary liquidation

In the event that our initial

business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts

but no proceeds from our trust account would be used for such repayment.

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.

The units would be identical to the Private Placement Units issued to our Sponsor.

The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to

We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third

parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

As of December 31, 2025 and 2024, no borrowing was outstanding under the Working Capital Loan.

The Company has incurred and

expects to continue to incur significant costs to remain as a publicly traded company and to incur significant transaction costs in pursuit

of the consummation of a Business Combination.

We do not believe we will need to raise additional funds in order to meet the expenditures

required for operating our business.

However, if our estimate of the costs of identifying a target business, undertaking in-depth due

diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available

to operate our business prior to our initial Business Combination.

Moreover, we may need to obtain additional financing either to complete

our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business

Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Subject to compliance

with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination.

If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease

operations and liquidate the Trust Account.

In addition, following our Business Combination, if cash on hand is insufficient, we may need

to obtain additional financing in order to meet our obligations.

In addition, if the Company

is unable to complete a business combination 24 months from the closing of the IPO, the Company’s board of directors would proceed

to commence a voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans

to consummate a Business Combination will be successful.

In connection with the Company’s assessment of going concern considerations

in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that

these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The management’s plan

in addressing this uncertainty is through the Working Capital Loans (see Note 5).

In addition, if the Company is unable to complete a

business combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation

and thereby a formal dissolution of the Company.

5 unchanged sentences

that might result from the outcome of this uncertainty.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non- financial assets.

do not have any material long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than

described below.

holders of the Founder Shares, Private Placement Units, shares being issued to the underwriters of the IPO, and private 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 signed on the effective date of the IPO.

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 consummation

of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities

Notwithstanding the foregoing, the underwriter may not exercise its demand and “piggyback” registration rights after

five (5) and seven (7) years, respectively, after the effective date of the IPO and may not exercise its demand rights on more than one

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 to be 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.

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 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.

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).

Pursuant to FINRA Rule 5110(e)(1), these

securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic

disposition of the securities by any person for a period of 180 days immediately following the effective date of the IPO, nor may they

be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the IPO

except to any underwriter and selected dealer participating in the IPO and their officers, partners, registered persons or affiliates.

Accounting Policies and Estimates

preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial

statements, and income and expenses during the periods reported.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025.

We do not participate in transactions

that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which

would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet

financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

non- financial assets.

Contractual Obligations

We do not have any material

long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.

Registration Rights

The holders of the Founder

Shares, Private Placement Units, shares being issued to the underwriters of the IPO, and private 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 signed on the effective date of the IPO.

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 consummation of a Business Combination and rights

to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

Notwithstanding the foregoing,

the underwriter may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively,

after the effective date of the IPO and may not exercise its demand rights on more than one occasion.

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 to be 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, we issued to Maxim 247,500 Class A ordinary shares at the closing of the IPO (such Class A ordinary shares issued to the underwriter,

the “Representative Shares”).

As a result of the underwriter’s partial exercise of the over-allotment option on November

15, 2024, an additional 22,500 Representative Shares were issued to the underwriter.

Maxim 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).

Pursuant to FINRA Rule 5110(e)(1), these securities will not

be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities

by any person for a period of 180 days immediately following the effective date of the IPO, nor may they be sold, transferred, assigned,

pledged or hypothecated for a period of 180 days immediately following the effective date of the IPO except to any underwriter and selected

dealer participating in the IPO and their officers, partners, registered persons or affiliates.

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 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

Critical Accounting Policies and Estimates

The preparation of financial

statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income

and expenses during the periods reported.

Actual results could materially differ from those estimates.

not identified any critical accounting estimates.

We have not identified any critical

accounting estimates.

We have identified the following critical accounting policies:

A Ordinary Shares Subject to Possible Redemption

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

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.

Income (Loss) per Share

Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

Net loss per share is computed by dividing

net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture

by the Sponsor.

Accounting Standards

November 2023, the FASB issued ASU No.

Class A Ordinary Shares Subject to Possible

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 stockholders’ 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., Public 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 are 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.

Subsequent to the IPO date,

the accretion also includes the dividend and interest income earned in the Trust Account in excess of income and franchise taxes, if any.

Net Income (Loss) per Share

The Company complies with

accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

Net loss per share is computed by dividing net loss by the

weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor.

Recent Accounting Standards

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.

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 is currently evaluating the impact of adopting

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.

Improvements to Reportable Segment Disclosures, which requires the disclosure of

additional segment information.

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 and there was no significant impact.

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.

Our management does not believe the adoption of ASU 2023-09 will have a material impact on our financial statements and disclosures.

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on our financial statements.

Our management is currently

evaluating this ASU to determine its impact on the Company’s disclosures.

Management does not believe

that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial

On April 5, 2012, the JOBS

Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying

public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new

or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay

the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the

relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, our financial statements

may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the

process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain

conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not

be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial

reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public

companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by

the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about

the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items

such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee

compensation.

These exemptions will apply for a period of five years following the completion of our initial public offering or until

we are no longer an “emerging growth company,” whichever is earlier.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

smaller reporting company we are not required to make disclosures under this Item.

As smaller reporting company

we are not required to make disclosures under this Item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

information appears following Item 15 of this Report and is included herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

This information appears following

Item 15 of this Report and is included herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 7. Management’s Discussion and Analysis