ASPCR

Risk Factors” and elsewhere Overview We are a blank check company incorporated in the British Virgin Islands as a business company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Recent Developments On December 31, 2024, the Company entered into an agreement with HDEducation Group Limited, a Cayman Islands exempted company (“HD Group”) (the “HD Group Agreement”).
Pursuant to the terms of the Agreement, the aggregate consideration to be paid to existing shareholders of HD Group is $300,000,000, which will be paid entirely in stock, comprised of newly issued Class A ordinary shares and Class B ordinary shares of A SPAC III Mini Acquisition Corp., a then to-be-formed British Virgin Islands business company and the Company’s wholly owned subsidiary (the “PubCo”) at a price of $10.00 per share.
On May 21, 2025, the HD Group Agreement was terminated by mutual agreement by the Company and HD Group.
On May 23, 2025, the Company entered into a merger agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with (i) Bioserica, (ii) PubCo, and (iii) A SPAC III Mini Sub Acquisition Corp., a British Virgin Islands business company formed as a wholly owned subsidiary of PubCo on February 3, 2025 (“Merger Sub”).
Pursuant to the Merger Agreement, among other things, (i) the Company will merge with and into PubCo, the separate corporate existence will cease and PubCo will continue as the surviving corporation (the “Reincorporation Merger”), and (ii) the Merger Sub will merge with and into Bioserica and Bioserica will continue as the surviving company under the laws of the British Virgin Islands and become a wholly owned subsidiary of PubCo (the “Acquisition Merger”).
Pursuant to the terms of the Merger Agreement, the aggregate consideration for the Acquisition Merger is $ 217,860,000 , consisting of (i) $ 200,000,000 , payable in the form of 20,000,000 newly issued PubCo Class B ordinary shares, valued at $ 10.00 per share; and (ii) $ 17,860,000 , payable in the form of 1,786,000 newly issued PubCo Class A ordinary shares, valued at $ 10.00 per share (assuming that Bioserica would receive an aggregate of $ 12,500,000 investment from third parties prior to Closing).
The Merger Agreement contains customary representations, warranties and covenants of the parties thereto.
The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on May 27, 2025, and incorporated by reference herein.
Concurrently with the execution of the Merger Agreement, Bioserica, PubCo, the Company and a shareholder of Bioserica (the “Supporting Shareholder”) entered into a voting and support agreement (“Voting and Support Agreement”) pursuant to which such the Supporting Shareholder has agreed, among other things, to vote in favor of the Acquisition Merger, the adoption of the Merger Agreement and any other matters necessary or reasonably requested by Bioserica, PubCo or the Company for consummation of the Acquisition Merger and the other transactions contemplated by the Merger Agreement.
In addition, the Supporting Shareholder has agreed not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer the shares of the Company owned of record and beneficially by such Supporting Shareholder or over which such Supporting Shareholder has voting power, prior to the earlier to occur of (a) the closing of the Acquisition Merger, (b) the termination of the Merger Agreement, and (c) written agreement of the Supporting Shareholder, on the one hand, and the Company and PubCo, on the other hand.
On September 10, 2025, the Company completed an internal reorganization, pursuant to which Merger Sub became a wholly owned subsidiary of the Company (the “Reorganization”).
As part of the Reorganization, PubCo transferred 100 % of the issued and outstanding equity of Merger Sub to the Company.
On October 27, 2025, the Company convened its extraordinary general meeting (the “2025 EGM”) at which the shareholders voted pursuant to the definitive proxy statement, filed by the Company with the Securities and Exchange Commission on October 10, 2025 and mailed by the Company to its shareholders on or about October 10, 2025.
As of October 6, 2025, the record date for the 2025 EGM, there were 8,055,000 ordinary shares outstanding and entitled to vote.
At the 2025 EGM, there were 7,113,684 ordinary shares voted by proxy or in person, representing 88.31% of the total ordinary shares as of the record date, and constituting a quorum for the transaction of business.
The shareholders approved the Extension Amendment Proposal, and the Company filed the amended and restated memorandum and articles of Association (the “Amended Charter”) with the Registrar of Corporate Affairs at the British Virgin Islands.
Pursuant to the Amended Charter which is effective on October 27, 2025, the Company has up to 24 months from its initial public offering (i.e., until November 12, 2026) to consummate an initial business combination.
The Amended Charter was filed as an exhibit to the Current Report on Form 8-K, filed on October 27, 2025.
In connection with the shareholders’ vote at the 2025 EGM, 5,717,419 additional Class A ordinary shares were redeemed for $59,502,058.
Immediately after the redemption, there was approximately $ 2.9 million remaining in the Trust Account and Sponsor holds approximately 76.4 % of the Company’s 2,337,581 outstanding ordinary shares.
On October 25, 2025, the Sponsor entered into an assignment of economic interest agreement (the “Assignment of Economic Interest Agreement”) with an unaffiliated 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 proposal to amend and restate the Company’s amended and restated memorandum and articles of association to allow the Company to extend the date by which it has to consummate a business combination for an additional twelve (12) months from November 12, 2025 to November 12, 2026 (the “Charter Amendment Proposal”), the Sponsor agreed to transfer to such third party or third parties an aggregate of 100,000 shares of the Company’s Class B ordinary shares held by the Sponsor immediately following the release or expiration of any transfer restrictions after the consummation of an initial business combination.
On January 16, 2026, pursuant to the Exchange Agreement between the Company and the Sponsor, the Sponsor transferred and delivered to the Company 1,499,900 Class B ordinary shares in exchange for 1,499,900 Class A ordinary shares (the “Share Exchange”).
The 1,499,900 Class A ordinary shares issued in connection with the Share Exchange are subject to the same restrictions as applied to the Class B ordinary shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the Prospectus.
Our only activities from inception through December 31, 2025 were organizational activities and those necessary to prepare for the IPO, and, following our IPO, searching for a Business Combination target and the negotiation with potential targets for an initial Business Combination.
For the year ended December 31, 2025, we had net income of $1,343,931 which consisted of general and administrative expenses of $827,300, offset by total interest income from our bank account and investments in Trust Account of $2,171,231 For the year ended December 31, 2024, we had net loss of $226,383, which consisted of general and administrative expenses of $587,106, offset by total interest income from our bank account and investments in Trust Account of $360,723.
Liquidity and Capital Resources The Company’s liquidity needs prior to the closing of IPO were satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $350,000 (see Note 5).
The total aggregate issuance by us of 6,000,000 units (which includes the partial exercise of the Over-Allotment Option) at a price of $10.00 per Unit resulted in a total gross proceeds of $60,000,000.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.
To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Such working capital funds could be used in a variety of ways and could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination or to indemnify any of our officers or directors as required by law if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
As of December 31, 2025, no amount was outstanding under the promissory note with our Sponsor.
As of December 31, 2025, we had marketable securities held in the Trust Account of $2,979,936 (including approximately $2,171,231 of interest income for the year ended December 31, 2025) consisting of U.S.
Treasury Bills with a maturity of 185 days or less.
We may withdraw interest from the Trust Account to pay taxes, if any.
As of December 31, 2025, the Company had $871,350 of cash on hand and working capital of $419,761.
As of December 31, 2025 and 2024, no borrowing was outstanding under the Working Capital Loan.
The Company has incurred and expects to continue to incur significant costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

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Gone since FY2024

Item Overview We are a blank check company incorporated in the British Virgin Islands as a business company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Recent Developments On November 12, 2024, the Company consummated its Initial Public Offering (“IPO”) and sold 5,500,000 Units.
Each Unit consists of one Class A ordinary share and one Right to receive one-tenth of one Class A ordinary share upon the consummation of an initial Business Combination.
The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $55,000,000.
Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the Private Placement of an aggregate 280,000 Private Placement Units.
Subsequently, on November 15, 2024, Maxim notified the Company of their election to partially exercise their over-allotment option.
The closing of the issuance and sale of the additional Units occurred (the “Over-Allotment Option Units”) on November 19, 2024.
In connection with the IPO and issuance and sales of the Over-Allotment Option Units, the Company issued to Maxim, an aggregate of 270,000 Class A ordinary shares for no consideration (the “Representative Shares”).
Upon closing of the IPO, the Private Placement, and the sale of the Over-Allotment Option Units, a total of $60,000,000 was placed in the Trust Account established for the benefit of our public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.
Total transaction costs related to the offering amounted to $1,600,217 consisting of $600,000 of cash underwriting commissions which was paid in cash at the closing date of the IPO and the sale of the Over-Allotment Option Units, $675,000 fair value of the Representative Shares, and $325,217 of other offering costs.
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”).
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.
On January 24, 2025, the Company entered into an a agreement with Bioserica International Limited, a British Virgin Islands business company (“Bioserica”) (the “Bioserica Agreement”).
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.
Our only activities from inception through December 31, 2024 were organizational activities and those necessary to prepare for the IPO, and, following our IPO, searching for a Business Combination target and the negotiation with potential targets for an initial Business Combination.
For the year ended December 31, 2024, we had net loss of $226,383, which consisted of general and administrative expenses of $587,106, offset by total interest income from our bank account and investments in Trust Account of $360,723.
For the year ended December 31, 2023, we had net loss of $2,650, all of which consisted of formation and operating expenses.
Liquidity and Capital Resources The Company’s liquidity needs prior to the closing of IPO were satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $244,603 (see Note 5).
The total aggregate issuance by us of 6,000,000 units at a price of $10.00 per Unit resulted in a total gross proceeds of $60,000,000.
As of December 31, 2024, the Company had $1,598,890 of cash on hand and working capital of $1,200,865.
As of December 31, 2024 and 2023, no borrowing was outstanding under the Working Capital Loan.
In addition, if the Company is unable to complete a business combination 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if we extend the period of time to consummate a business combination by the full amount of time), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, management has determined that such condition also raises substantial doubt about the Company’s ability to continue as a going concern.
In addition, if the Company is unable to complete a business combination within the Combination Period (by November 12, 2025), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.
Off-Balance Sheet Financing Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024.
The underwriter has agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination.
We have identified the following critical accounting policies: Class A Ordinary Shares Subject to Possible Redemption The Company accounted for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480).
The Company is currently evaluating the impact of adopting ASU 2023-07.
Our management does not believe the adoption of ASU 2023-09 will have a material impact on our financial statements and disclosures.
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, 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.
Management’s Report on Internal Controls Over Financial Reporting This 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.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth information about our directors and executive officers as of December 31, 2024: Name Age Position Claudius Tsang Chief Executive Officer, Chief Financial Officer and Chairman Xiangge Liu Independent Director Wong Yi Dung Eden Independent Director Pang Wai Yuen Marvin Independent Director Mr.
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.
He previously served as the Chief Executive Officer and in June 2021 became the Chief Financial Officer of JVSPAC Acquisition Corp.
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.
Liu has served as an Independent Non-Executive Director of A SPAC III Acquisition Corp.
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.
He is currently serving as Councillor since January 2019.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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