What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-04 compared with 2025-03-05 · 1604 added, 1308 removed, 337 unchanged (90% of the section changed)

CONTROLS AND PROCEDURES.

of Disclosure Controls and Procedures

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.

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.

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, 2024, pursuant to Rule 15d-15(e) under the Exchange Act.

Based on this evaluation, our Certifying Officers concluded that, as of

December 31, 2024, our disclosure controls and procedures were effective at a reasonable assurance level.

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.

Report on Internal Controls Over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the

SEC for newly public companies.

in Internal Control over Financial Reporting

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.

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

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

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.

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.

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

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our company,

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

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

OTHER INFORMATION

DISCLOSURE REGARDING JURISDICTION THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

following table sets forth information about our directors and executive officers as of December 31, 2024:

Chief Executive Officer, Chief

Financial Officer and Chairman

The following table sets forth

information about our directors and executive officers as of December 31, 2025:

Claudius Tsang

Chief Executive Officer, Chief Financial Officer and Chairman

Independent Director

Wong Yi Dung Eden

Independent Director

Wai Yuen Marvin

Pang Wai Yuen Marvin

Independent Director

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.

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.

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.

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

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.

In 2022, Unity Group faced financial challenges and implemented a scheme of arrangement

to restructure its debt.

Following a series of restructuring actions completed in June 2023, Unity Group is solvent and has resumed

normal business operation.

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.

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.

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

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

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.

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.

Tsang joined Lehman Brothers, where he managed private equity projects in Hong Kong,

China, Taiwan and the United States.

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 and

in June 2021 became the Chief Financial Officer of JVSPAC Acquisition Corp.

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 since July 2021.He served as the Director and Chief Executive Officer of A SPAC (HK) Acquisition

Corp since 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.

Tsang served as a director of

the CFA Society of Hong Kong from 2013 to 2019.

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.

Tsang is also a CFA charter holder and a Certified ESG Analyst (CESGA) certification holder.

Xiangge Liu became

our Independent Director on November 8, 2024.

Liu has over 25 years of extensive experience in private equity, project

finance and advisory services.

Since November 2022, he has served as the Chief Executive Officer, Chief Financial Officer and Chairman of A Paradise Acquisition

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.

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

Tsang served as a director of the CFA Society of Hong Kong from 2013 to 2019.

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.

Tsang is also a CFA charter holder and a Certified

ESG Analyst (CESGA) certification holder.

Xiangge Liu became our

Independent Director on November 8, 2024.

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.

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 November 2024, Mr.

has served as an Independent Non-Executive Director of A SPAC III Acquisition Corp.

Since September 2024, Mr.

served as an independent director for Qifu Technology Inc, a Credit-Tech platform in China.

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 and he also

has served as a Responsible Officer for Homaer Asset Management Limited, an asset management firm, since 2023.

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.

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.

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.

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 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.

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.

as managing director at Dingyi Venture Capital (HK) Limited, an investment company, and was responsible for overseeing its investment

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.

Liu served as the Director in Project Finance and Advisory for Societe Generale Asia Limited.

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.

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.

Yi Dung Eden became our Independent Director on November 8, 2024.

Liu is qualified to serve on our board of directors based

on his private equity, project finance & advisory expertise.

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.

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 Councillor since January

From November 2018 to April 2024, 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.

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.

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

He was responsible for managing a Cayman Island-incorporated fund that focuses on investment in the Greater China market.

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.

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.

as a Director of the Fixed Income Division at Credit Suisse (Hong Kong).

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.

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.

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.

Wong served as the Director of Debt Research at ING Bank

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.

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.

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.

Wai Yuen Marvin became our Independent Director on November 8, 2024.

Since 2022, Mr.

Pang has served as the Director of

Corporate Finance at iFree Group (HK) Limited, where he leads the corporate finance efforts of Trollee — the group’s

smart retail technology division.

In his current role, he analyses and advises on global capital market opportunities and ascertains

various exit options for the company.

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.

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.

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.

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.

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.

16 unchanged sentences

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.

Manhattan Investment Management HK, Sanyo Securities HK, Daiwa Securities Canada, RBC Dominion Securities Canada, Dresdner Kleinwort Benson

Securities Asia and SBI E2 Capital Securities.

Pang obtained a Master of Business Administration (Finance) from the University

1 unchanged sentence

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.

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 described below and 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.

Terms of Office and Election of Officers and Directors

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

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

of the Board of Directors

Board of Directors has three standing committees:

In 2009, he was voted as the number-one ranked hedge fund salesperson

in the Asiamoney Brokers Poll.

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

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

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, 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 2024 as the Company does not have any underlying business or employees, relying on

monthly reports and written approvals as required.

members of the Audit Committee are Mr.

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;

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

The members of the Audit Committee

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.

Xiangge Liu, each of whom is an independent director under Nasdaq’s

listing standards.

Wong Yi Dung Eden is the Chairperson of the audit committee.

The Board has determined

Wong Yi Dung Eden qualifies as an “audit committee financial expert,” as defined under the rules and regulations

have established a nominating committee of the Board of Directors consisting of Mr.

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.

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.

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.

Compensation Committee did not meet during 2024.

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.

members of the Compensation Committee are Mr.

Xiangge Liu, each of whom is an independent director under the NASDAQ

listing standards.

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.

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.

Xiangge Liu, each of whom is an independent director under Nasdaq’s

listing standards.

Xiangge Liu is the Chairperson of the Compensation Committee.

British Virgin Islands law, directors and officers owe the following fiduciary duties:

to act in good faith in what the director or officer believes to be in the best interests

of the company as a whole;

to exercise powers for the purposes for which those powers were conferred and not for a collateral

should not improperly fetter the exercise of future discretion;

to exercise powers fairly as between different classes of shareholders;

not to put themselves in a position in which there is a conflict between their duty to the

company and their personal interests;

to exercise independent judgment.

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.

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

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.

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 will provide 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.

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.

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.

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.

should also be aware of the following other potential conflicts of interest:

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

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”.

(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 12 months after the closing of (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).

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.

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.

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.

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.

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.

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.

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.

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.

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.

conflicts described above may not be resolved in our favor.

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:

Entrepreneurs Worldwide

ReeChain Technology Limited

SPAC II Acquisition Corp.

Financial Officer

SPAC (HK) Acquisition Corp

Executive Officer, Executive Director

Acquisition Corp.

Financial Officer and Director

Group Holdings International Limited.

Non-executive

Paradise Acquisition Corp.

Executive Officer, Chief Financial Officer and Chairman

SPAC (Holdings) Group Corp.

Asset Management Limited

Technology Inc

SPAC I Acquisition Corp.

Executive Officer, Chief Financial Officer and Chairman

SPAC II Acquisition Corp.

Executive Officer, Chief Financial Officer and Chairman

Capital Company Limited

Managing Partner

Greater China

Wai Yuen Marvin

Group (Hong Kong) Limited

Retail Technology

– Corporate Finance

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

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;

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

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.

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

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.

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

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

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.

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:

Entity’s Business

Claudius Tsang

Female Entrepreneurs Worldwide

Internet Community

Financial Services

Investment Director

Beijing ReeChain Technology Limited

Elegant Technology Limited

Holding Company

Unity Group Holdings International Limited.

Non-executive director

A Paradise Acquisition Corp.

Chief Executive Officer, Chief Financial Officer and Chairman

A SPAC (Holdings) Group Corp.

BEST SPAC I Acquisition Corp.

A SPAC IV (Holdings) Corp.

A SPAC (Asia) Holdings Corp.

A SPAC III (Holdings) Corp.

THAVL Limited

Holding Company

BEST SPAC II (Holdings) Corp.

A SPAC V (Holdings) Corp.

A SPAC VI (Holdings) Corp.

A Paradise II Acquisition Corp.

A Paradise III Acquisition Corp.

Homaer Capital

Financial Services

Qifu Technology Inc

Financial Services

Independent Director

BEST SPAC I Acquisition Corp.

Chief Executive Officer, Chief Financial Officer and Chairman

BEST SPAC II Acquisition Corp.

Chief Executive Officer, Chief Financial Officer and Chairman

Wong Yi Dung Eden

KEC Capital Company Limited

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.

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.

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.

adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities

The code of ethics codifies the business and ethical principles that govern all aspects of our business.

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

4 unchanged sentences

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.

16(a) Beneficial Ownership Reporting Compliance

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

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

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.

EXECUTIVE COMPENSATION

have not entered into any employment agreements with our executive officers, and have not made any agreements to provide benefits upon

termination of employment.

Officers and Director Compensation

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.

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.

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.

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.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth

as of March 5, 2025 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 5, 2025.

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.

Name and Address of Beneficial Owner (1)

1 unchanged sentence

Claudius Tsang (2)

Liu Xiangge (4)

Xiangge Liu (3)

Wong Yi Dung Eden (3)

1 unchanged sentence

All directors and executive officers (4 individuals) and the Sponsor as a group

Boothbay Fund Management, LLC (3)

otherwise indicated, the business address of each of the individuals is c/o A SPAC III Acquisition

Polar Asset Management Partners Inc.

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.

Tsang has voting and dispositive power over our securities held by the Sponsor.

on a Schedule 13G filed by the reporting person.

The address for the reporting person is

140 East 45th Street, 14th Floor New York, NY 10017.

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.

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.

Sponsor and our executive officers and directors are deemed to be our “promoters,” as that term is defined under the federal

securities laws.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

September 3, 2021, our Sponsor purchased 1,581,250 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.017

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

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.

of December 31, 2024, there were 1,500,000 Founder Shares issued and outstanding.

The aggregate capital contribution was $25,000, or

approximately $0.0.017 per share.

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.

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.

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.

Note — Related Party

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”).

As of December 31, 2024, we had borrowed $$276,221 under the Promissory Note;

the entire outstanding

balance was subsequently repaid on January 24, 2025.

Capital Loans

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

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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

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.

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.

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.

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

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”).

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

If the Company completes the initial Business Combination, the Company may repay the Working Capital

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

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

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.

of December 31, 2024, the Company had no borrowings under the Working Capital Loans.

Company will have until November 12, 2025 to consummate an initial Business Combination.

However, if the Company anticipates that it

may not be able to consummate the initial Business Combination by November 12, 2025, we may extend the Combination Period up to two times,

each time by an additional three months (for a total of up to May 12, 2026 to complete a Business Combination) without submitting such

proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith.

to the terms of the amended and restated memorandum and articles of association and the trust agreement entered into between the Company

and Continental Stock Transfer & Trust Company on November 8, 2024, in order to extend the time available for the Company to consummate

the initial Business Combination, the Sponsor or its affiliates or designees, upon two days advance notice prior to the applicable deadline,

must deposit into the Trust Account $600,000 (including for the partial exercise of over-allotment option) on or prior to the date of

the applicable deadline, for each three month extension (or up to an aggregate of $1,200,000, or $0.20 per share if the Company extends

for the full six months).

Any such payments would be made funds outside of the Trust Account or in the form of a loan (the “Extension

Any such loans will be non-interest bearing and payable upon the consummation of the initial Business Combination.

the Company completes the initial Business Combination, it would repay such loaned amounts out of the proceeds of the Trust Account released

to the Company.

If the Company does not complete a Business Combination, the Company will not repay such loans.

Furthermore, the letter

agreement with the initial shareholder contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid

for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination.

Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the

initial Business Combination.

of December 31, 2024, there were no Extension Fees.

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.

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.

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.

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.

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.

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.

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:

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;

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.

audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

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.

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.

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.

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;

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.

1 unchanged sentence

Wong Yi Dung Eden and Mr.

Wai Yuen Marvin are independent directors under applicable SEC and NASDAQ rules.

Pang Wai Yuen Marvin are independent

directors under applicable SEC and NASDAQ rules.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

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, 2024 and 2023.

The firm of WWC, P.C.

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 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, 2024 and 2023

totalled $48,000 and $0, respectively.

Audit-Related

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,

31, 2024 and 2023.

We did not pay WWC for tax planning and tax advice for the year ending December 31, 2024 and 2023.

We did not pay WWC for other services for the year ending December 31, 2024 and 2023.

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).

not pay WWC for tax planning and tax advice for the year ending December 31, 2025, and 2024.

All Other Fees.

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).

Exhibits, Financial Statement Schedules

following documents are filed as part of this Form 10-K:

(1) Financial

of Independent Registered Public Accounting Firm (PCAOB Firm # 1171)

Sheets as of December 31, 2024 and 2023

of Operations for the Years Ended December 31, 2024 and 2023

of Changes in Shareholders’ Deficit for the Years Ended December 31, 2024 and 2023

of Cash Flows for the Years Ended December 31, 2024 and 2023

to Financial Statements

(2) Financial

Statement Schedules:

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.

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.

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).

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 November 13, 2024)

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)

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

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).

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,

Description of Securities

Agreements, dated November 8, 2024, by and between the Company’s officers, directors, shareholders and A SPAC III (Holdings)

(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).

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).

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

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).

Agreement, dated November 8, 2024, by and between the Company’s officers, directors, shareholders and A SPAC III (Holdings)

(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)

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).

Insider Trading Policy.

The following documents are filed as part of this Form 10-K:

Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB

Financial Statements:

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

Financial Statement Schedules:

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.

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.

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).

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)

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)

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)

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)

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).

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)

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)

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).

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).

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)

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).

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)

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).

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)

Power of Attorney (included on signature page of this Annual Report on Form 10-K).

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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).

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).

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).

Clawback Policy

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

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.

SPAC III ACQUISITION CORP.

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).

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).

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).

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)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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.

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.

March 4, 2026

Claudius Tsang

Executive Officer, Chief Financial Officer and Chairman (Principal Executive Officer and Principal Financial and Accounting Officer)

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.

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.

/s/ Claudius Tsang

Claudius Tsang

Executive Officer, Chief Financial Officer and Chairman

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.

/s/ Claudius Tsang

Chief Executive Officer, Chief Financial Officer and Chairman

March 4, 2026

Executive Officer and Principal Financial

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

Wai Yuen Marvin

Wong Yi Dung Eden

March 5, 2025

/s/ Xiangge Liu

Independent Director

March 4, 2026

SPAC III ACQUISITION CORP.

TO FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (PCAOB ID:

Sheets as of December 31, 2024 and 2023

of Operations for the Years Ended December 31, 2024 and 2023

of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2024 and 2023

of Cash Flows for the Years Ended December 31, 2024 and 2023

to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholder of

A SPAC III ACQUISITION CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations for the Years Ended December 31, 2025 and

Consolidated Statements of Changes in Shareholders’ Equity for the

Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

The Board of Directors and Shareholders of

A SPAC III Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of A SPAC III Acquisition Corp.

(the “Company”) as of December 31, 2024 and 2023, and the related statements of operations,

changes in shareholder’s equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, 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, 2024 and 2023, and the results of its

operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting

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.

1 unchanged sentence

Ability to Continue as a Going Concern

The accompanying 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, 2025.

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

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.

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.

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.

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

23 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

/s/ WWC, P.C.

Certified Public Accountants

2 unchanged sentences

March 4, 2026

SPAC III ACQUISITION CORP.

A SPAC III ACQUISITION CORP.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2025 AND 2024

10 unchanged sentences

Commitments and Contingencies (Note 6)

Class A ordinary shares, no par value;

Class A ordinary shares subject to possible redemption, no par value;

100,000,000 shares authorized;

6,000,000 shares subject to possible redemption as of December 31, 2024

Shareholders’ Equity (Deficit):

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

Shareholders’ Equity:

Preference shares, no par value;

3 unchanged sentences

100,000,000 shares authorized;

555,000 shares (excluding 6,000,000 shares subject to possible redemption) and none issued and outstanding as of December 31, 2024 and 2023, respectively

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 and 1,581,250 shares issued and outstanding (1) (2) as of December 31, 2024 and 2023, respectively

Addition paid-in capital

Accumulated deficit

Total shareholders’ equity (deficit)

Total Liabilities, Shares Subject to Redemption and Shareholders’ Equity (Deficit)

1,500,000 shares issued and outstanding as of December 31, 2025 and 2024 (1) (2)

Additional paid-in capital

Retained earnings (accumulated deficit)

Total shareholders’ equity

Total Liabilities, Shares Subject to Redemption and Shareholders’ Equity

(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).

3 unchanged sentences

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).

accompanying notes are an integral part of these financial statements.

SPAC III ACQUISITION CORP.

OF OPERATIONS

The accompanying notes are an integral part of

these consolidated financial statements.

A SPAC III ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

1 unchanged sentence

General and administrative expenses

Legal and professional expenses

Loss from operations

1 unchanged sentence

Interest income

Loss before tax expense

Income (loss) before tax expense

Net income (loss)

$ ( 226,383 )

8 unchanged sentences

accompanying notes are an integral part of these financial statements.

SPAC III ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE YEAR ENDED DECEMBER 31, 2024

The accompanying notes are an integral part of

these consolidated financial statements.

A SPAC III ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2025

Ordinary shares

Total shareholders’

(Accumulated deficit)

shareholders’

Shares (1) (2)

1 unchanged sentence

$ ( 391,959 )

$ ( 140,576 )

Issuance of Private Placement Units

Issuance of representative shares

Issuance of Public Rights, net of issuance cost

Forfeiture of Class B ordinary shares

Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)

( 2,125,035 )

Accretion of carrying value to redemption value

Balance as of December 31, 2024

( 2,130,316 )

THE YEAR ENDED DECEMBER 31, 2023

shareholder’s

( 2,662,527 )

Balance as of December 31, 2025

FOR THE YEAR ENDED DECEMBER 31, 2024

Ordinary shares

shareholders’

Shares (1) (2)

2 unchanged sentences

$ ( 140,576 )

Issuance of Private Placement Units

Issuance of representative shares

Issuance of Public Rights, net of issuance cost

Forfeiture of Class B ordinary shares

Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)

Accretion of carrying value to redemption value

Balance as of December 31, 2024

$ ( 391,959 )

$ ( 140,576 )

(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).

3 unchanged sentences

accompanying notes are an integral part of these financial statements.

SPAC III ACQUISITION CORP.

OF CASH FLOWS

The accompanying notes are an integral part of

these consolidated financial statements.

A SPAC III ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

1 unchanged sentence

Cash Flows from Operating Activities:

Net income (loss)

$ ( 226,383 )

Adjustment to reconcile net loss to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

Adjustment to reconcile net income (loss) to net cash used in operating activities:

Interest earned on investments held in trust account

( 2,125,035 )

Changes in operating assets and liabilities:

Prepaid expenses

Promissory note – related party

Due from related party

Accounts payable and accrued expenses

1 unchanged sentence

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account to pay public shareholder redemptions

Purchase of investment held in Trust Account

( 60,000,000 )

Net Cash Used in Investing Activities

Net Cash Provided by (Used in) Investing Activities

( 60,000,000 )

Cash Flows from Financing Activities:

Payment of public shareholder redemptions

( 59,502,058 )

Proceeds from sale of public units

3 unchanged sentences

Payment of offering costs

Repayment of promissory note - related party

Advance to a related party

Net Cash Provided by Financing Activities

Net Cash (Used In) Provided by Financing Activities

( 59,778,279 )

Net Change in Cash

5 unchanged sentences

Deferred offering costs paid via promissory note - related party

accompanying notes are an integral part of these financial statements.

SPAC III ACQUISITION CORP.

TO FINANCIAL STATEMENTS

— Description of Organization and Business Operations

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”).

The accompanying notes are an integral part of

these consolidated financial statements.

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.

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, 2024 were organizational activities

and those necessary to prepare for the Initial Public Offering (the “IPO”) described below, and, following the IPO, searching

for a Business Combination target and the negotiation with 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.

Company’s Sponsor is A SPAC III (Holdings) Corp., a British Virgin Islands company (the “Sponsor”).

registration statement for the Company’s IPO was declared effective on November 8, 2024 (the “Effective Date”).

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”) with 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.

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,

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 .

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

share were forfeited for no consideration.

In connection with the IPO and issuance and sales

of the Over-Allotment Option Units, the Company issued to Maxim Group LLC, (“Maxim”), an aggregate of 270,000 Class A ordinary

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

transaction costs amounted to $ 1,600,217 consisting of $ 600,000 of cash underwriting commissions which was paid in cash, $ 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, 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.

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

In connection with the IPO and issuance and sales

of the Over-Allotment Option Units, the Company issued to 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 .

measured the fair value of the Representative Shares on the grant date of the award utilizing a valuation model which considers certain

assumptions such as the probability of an initial business combination, which was considered a Level 3 inputs.

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).

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 12 months of the closing of the IPO (or 18 months, if the Company extends the time to complete a Business Combination).

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 (“Trust Account”) and

was 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.

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.

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

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

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.

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”).

assurance that the Company will be able to successfully effect a Business Combination.

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

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.

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.

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).

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.

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

The Company accounted for its Class A ordinary

9 unchanged sentences

provisions are not solely within the control of the Company.

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

Company will have only 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extend the

period of time to consummate a Business Combination by the full amount of time) to complete the initial Business Combination.

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.

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 7) 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.

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

The Company has not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and

believe that the Sponsor’s only assets are securities of the Company.

The Company has not asked the Sponsor to reserve for such

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.

Concern Consideration

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

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).

As of December

31, 2024, we had borrowed $ 276,221 under the promissory note, which is due as demanded.

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.

Company initially has until November 12, 2025 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 within the Combination Period.

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, raises 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, 2025 (assuming

no extensions).

upon the above analysis, management determined that these conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

and Uncertainties

February 2022, an armed conflict escalated between Russia and Ukraine.

The sanctions announced by the United States and other countries

against Russia and Belarus following Russia’s invasion of Ukraine to date include restrictions on selling or importing goods, services,

or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military,

business, and financial organizations in Russia and Belarus.

The United States and other countries could impose wider sanctions and take

other actions should the conflict further escalate.

Separately, in October 2023, Israel and certain Iranian-backed Palestinian forces

began an armed conflict in Israel, the Gaza Strip, and surrounding areas, which threatens to spread to other Middle Eastern countries

including Lebanon and Iran.

As a result of the ongoing Russia/Ukraine, Hamas/Israel

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.

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 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

of Presentation

The accompanying 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.

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

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.

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.

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

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

Bioserica is in the business of researching and developing, manufacturing, marketing and sales of bio-based antimicrobial

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

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.

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

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,

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

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

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

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.

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.

pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

Growth Company

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.

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

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.

The preparation of financial statements in conformity

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 financial statements and the reported amounts of income

and expenses during the reporting period.

Actual results could differ from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,598,890 and $0 in cash and none in cash equivalents as of December 31, 2024 and 2023, respectively.

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

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”.

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.

Value of Financial Instruments

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

Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that

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

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.

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.

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

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.

Held in Trust Account

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’

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.

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

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

7 unchanged sentences

value of investments held in the Trust Account is determined using available market information.

During the year ended December 31, 2024, net proceeds of $ 60,000,000

from the sale of Units in the IPO were deposited into the Trust Account and interest earned from the Trust Account amounted to $ 356,959 .

There were no withdrawals made during the year ended December 31, 2024.

As of December 31, 2024 and 2023, investments held in Trust Account

were $ 60,356,959 and nil , respectively.

A Ordinary Shares Subject to Possible Redemption

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

15 unchanged sentences

of Class A ordinary shares classified as temporary equity has been allocated to the 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, which is the initial period that the Company has to complete a Business

as of December 31, 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:

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

3 unchanged sentences

( 1,561,812 )

Subsequent measurement of ordinary shares subject to

redemption (interest earned on trust account)

Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption – December 31, 2024

Net Loss Per Ordinary Share

Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)

Accretion of carrying value to redemption value

Payment to redeemed shareholders

( 59,502,058 )

Class A ordinary shares subject to possible redemption – December 31, 2025

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure

5 unchanged sentences

allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net

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

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, 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 loss per share is the same as basic loss per share for the period presented.

net income (loss) per share presented in the statement of operations is based on the following:

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

Net income (loss)

$ ( 226,383 )

Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)

( 2,125,035 )

Accretion of ordinary shares to redemption value

( 2,662,527 )

Net loss including accretion of ordinary shares to redemption value

$ ( 3,443,631 )

$ ( 922,627 )

For the years ended December 31,

Class A Ordinary Shares

Non-redeemable

Class A and Class B Ordinary Shares

Class A Ordinary Shares

Non-redeemable

Class A and Class B Ordinary Shares

Basic and diluted net loss per ordinary share

Basic and diluted net income (loss) per ordinary share

Allocation of net loss

1 unchanged sentence

$ ( 1,005,661 )

$ ( 300,195 )

$ ( 622,432 )

Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)

1 unchanged sentence

Allocation of net income (loss)

( 1,005,661 )

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

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.

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

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

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.

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, 2024 and December 31, 2023, 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’s management does not expect that the total amount of unrecognized

tax benefits will materially change over the next twelve months.

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.

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.

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

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

Concentration of Credit Risk

2 unchanged sentences

Depository Insurance Coverage of $ 250,000 .

At December 31, 2024 and 2023, the Company has not experienced losses on these

accounts and management believes the Company is not exposed to significant risks on such accounts.

Accounting Pronouncements

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

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.

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.

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,

5 unchanged sentences

Early adoption is permitted.

The Company’s management does not believe the adoption

of ASU 2023-09 will have a material impact on its financial statements and disclosures.

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 financial statements.

Initial Public Offering

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.

Company will not issue fractional shares upon conversion of the rights, as disclosed in Note 7.

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.

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 rights will expire worthless if the Company does not consummate a Business Combination

within the allotted 12-month period (or up to 18 months from the completion of the IPO if the Company extends the period of time to consummate

a Business Combination by two extensions of three months each).

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 until after the consummation of the initial Business Combination

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.

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 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.

— Related Party Transactions

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

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.

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.

Note — Related Party

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

3 unchanged sentences

will be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account.

As of December 31, 2024 and 2023,

the Company had borrowed $ 276,221 and $ 125,651 under the Promissory Note, respectively.

The Company subsequently repaid the $ 276,221

outstanding balance under the Promissory Note on January 24, 2025.

Capital Loans

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

14 unchanged sentences

Capital Loans were outstanding.

Company will have until 12 months from the closing of the IPO to consummate an initial Business Combination.

However, if the Company

anticipates that it may not be able to consummate the initial Business Combination within 12 months, it may extend the period of time

to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete

a Business Combination).

Pursuant to the terms of the amended and restated memorandum and articles of association and the trust agreement

entered into between the Company and Continental Stock Transfer & Trust Company on November 8, 2024, in order to extend the time

available for the Company to consummate the initial Business Combination, the Sponsor or its affiliates or designees, upon two days advance

notice prior to the applicable deadline, must deposit into the Trust Account $ 600,000 ($ 0.10 per share ) on or prior to the date of the

applicable deadline, for each three month extension (or up to an aggregate of $ 1,200,000 ), or $ 0.20 per share if the Company extends

for the full six months).

Any such payments would be made in the form of a loan (the “Extension Loans”).

Any such loans will

be non-interest bearing and payable upon the consummation of the initial Business Combination.

If the Company completes the initial Business

Combination, it would repay such loaned amounts out of the proceeds of the Trust Account released to the Company.

If the Company does

not complete a Business Combination, the Company will not repay such loans.

Furthermore, the letter agreement with the initial shareholder

contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in

the Trust Account in the event that the Company does not complete a Business Combination.

The Sponsor and its affiliates or designees

are not obligated to fund the Trust Account to extend the time for the Company to complete the initial Business Combination.

— Commitments and Contingencies

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.

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.

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.

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).

of First Refusal

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

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.

— Shareholders’ Equity (Deficit)

Shares — The Company is authorized to issue a total of 1,000,000 preferred shares with no par

As of December 31, 2024 and 2023, there were no preference shares issued or outstanding.

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.

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

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

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.

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 —

1 unchanged sentence

As of December

31, 2024 and 2023, there were 550,000 and nil Class A ordinary shares outstanding, excluding 6,000,000 and 0 Class

A ordinary shares subject to possible redemption, respectively.

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 .

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

As of December 31, 2024 and 2023, there were 1,500,000 and 1,581,250 Class B ordinary shares issued and outstanding,

respectively, of which an aggregate of up to 206,250 shares were subject to forfeiture if the underwriters’ over-allotment is

not exercised.

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.

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.

to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors.

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.

As of December 31, 2024 and 2023, there were 6,000,000 and none 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.

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.

The Company measured the fair value of the rights utilizing a valuation

model which considers certain assumptions such as the probability of an initial business combination, which was considered a Level 3 input.

the Company is unable to complete an initial Business Combination within the required time period and the Company redeems the public

shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for 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.

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

Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation

of an initial Business Combination.

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 required time 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

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.

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.

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.

the rights may expire worthless.

Note 8 — Fair Value Measurements

2 unchanged sentences

inputs the Company utilized to determine such fair value.

Quoted Prices in

Other Unobservable

Marketable securities held in Trust Account

9 — Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

Based upon this review, other than described below, the Company did not identify any subsequent events that would have required

adjustment or disclosure in the financial statements.

On January 24, 2025, the Company entered into

an agreement with Bioserica International Limited, a British Virgin Islands business company (“Bioserica”) (the “Bioserica

Bioserica is in the business of researching and developing, manufacturing, marketing and sales of bio-based antimicrobial

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.

Pursuant 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.

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

The Promissory Note was terminated after the repayment.

As of December 31,

Investments held in Trust Account

As of December 31,

Investments held in Trust Account

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

General and administrative and legal and professional expenses

Interest earned on investments held in Trust Account

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

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.

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 9A. Controls and Procedures