ASPC 10-K & 10-Q changes, risk factors and insider trading

On December 31, 2024, the Company entered into an agreement with HDEducation Group Limited, a Cayman Islands exempted company (“HD Group”) (the “HD Group Agreement”). HD Group is headquartered in Anji County, China, and is a comprehensive service platform for students pursuing university education globally. The Agreement is intended to express a mutual indication of interest, and remains subject, in all respect, to the execution of definitive agreements. Pursuant to the terms of the Agreement, the aggregate consideration to be paid to existing shareholders of HD Group is $300,000,000, which will be paid entirely in stock, comprised of newly issued Class A ordinary shares and Class B ordinary shares of A SPAC III Mini Acquisition Corp., a then to-be-formed British Virgin Islands business company and the Company’s its wholly owned subsidiary (the “PurchaserPubCo”) 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 a agreement with Bioserica International Limited, a British Virgin Islands business company (“Bioserica”) (the “Bioserica Agreement”). Bioserica is in the business of researching and developing, manufacturing, marketing and sales of bio-based antimicrobial materials. The Agreement is intended to express a mutual indication of interest, reflects additional terms negotiated, and remains subject, in all respect, to the execution of definitive agreements. The Agreement is intended to express a mutual indication of interest, and remains subject, in all respect, to the execution of definitive agreements. 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.

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.

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 $244,603up to $350,000 (see Note 5). As previously disclosed on a Current Report on Form 8-K dated November 8, 2024, on November 12, 2024, on November 12, 2024, the Company consummated the IPO of 5,500,000 units (the “Units”). Each Unit consists of one Class A Ordinary Share (“Public Share”) and one right (“Public Right”) to receive one-tenth of one ordinary share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $55,000,000. The Company granted the underwriters a 45-day option to purchase up to 825,000 additional Units to cover over-allotments (the “Over-Allotment Option Units”), if any. The underwriters notified their partial exercise of the Over-Allotment Option on November 15, 2024, and closed the Over-Allotment Option on November 19, 2024. The total aggregate issuance by us of 6,000,000 units (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.

Following the IPO and the sale of the Private Placement Units, including the sale of the Over-Allotment Option Units, a total of $60,000,000 was placed in the Trust Account, and the Company had $1,888,753 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. The Company incurred $1,600,217 in transaction costs, including $600,000 of underwriting fees, the fair value of the representative shares of $675,000, and $325,217 of other offering costs. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Such working capital funds could be used in a variety of ways and could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination or to indemnify any of our officers or directors as required by law if the funds available to us outside of the Trust Account were insufficient to cover such expenses. On January 24, 2025, the Company repaid the Promissory Note in full. As of December 31, 2025, no amount was outstanding under the promissory note with our Sponsor.

The Company has incurred and expects to continue to incur significant costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

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. In addition, if the Company is unable to complete a business combination 1224 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),IPO, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures “Disclosure of Uncertainties Aboutabout an Entity’s Ability to Continue as a Going ConcernConcern,”, management has determined that these suchconditions condition also raisesraise substantial doubt about the Company’s ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the Working Capital Loans (see Note 5). In addition, if the Company is unable to complete a business combination within the Combination Period (by November 12, 2025),Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a businessBusiness combinationCombination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises 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.

Pursuant to the underwriting agreement entered into on November 8, 2024, 2024,we issued to Maxim 247,500 Class A ordinary shares at the underwriterclosing was paid $600,000 forof the underwriting commissionsIPO (including forsuch theClass partialA exerciseordinary of over-allotment option). Additionally, the Companyshares issued to the underwriterunderwriter, the an“Representative aggregateShares”). of 270,000 Class A ordinary shares including 22,500 shares asAs a result of the underwriter’s partial exercise of the underwriters’ over-allotment option aton theNovember 15, closing of2024, thean IPO,additional for22,500 noRepresentative consideration,Shares subjectwere issued to the termsunderwriter. of the underwriting agreement. The underwriterMaxim has agreed not to transfer, assign or sell any such sharesRepresentative 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 Company accountedaccounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic480. 480,Class “Distinguishing LiabilitiesA from Equity” (ASC 480). Ordinaryordinary shares subject to mandatory redemption (if any) will beis classified as a liability instrument and will beis measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that featuresfeature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will beare classified as temporary equity. At all other times, ordinary shares will be are classified as shareholder’s stockholders’ equity. In accordance with ASC 480-10-S99, the Company classified theThe Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to redemptionthe outsideoccurrence of permanentuncertain future events. In accordance with the SEC and its guidance on redeemable equity asinstruments, thewhich has been codified in ASC 480-10-S99, redemption provisions are not solely within the control of thea company Company.require Asordinary shares subject to redemption to be classified outside of Novemberpermanent 19,equity. 2024, givenGiven 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 theCompany’s IPO were issued with other freestanding instruments (i.e., rightsPublic Rights), the initial carrying value of Class A ordinary shares classified as temporary equity washas been allocated to the allocated proceeds determined in accordance with ASC 470-20. The Company’s Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in redemption value asin aadditional paid-in chargecapital against(or retainedaccumulated earnings or,deficit in the absence of retained earnings, as a charge against additional paid-in-capital paid-in capital) over an expected 12-month period, which is the initial period leadingthat upthe Company has to complete a businessBusiness combination.Combination.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company isadopted currentlythis evaluatingguidance theon impactJanuary of1, adopting ASU2025 2023-07.and there was no significant impact.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. Our management doesis notcurrently evaluating believe the adoption ofthis ASU 2023-09to willdetermine have a materialits impact on ourthe financial statements andCompany’s disclosures.

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from September 3, 2021 (inception) through MarchJune 31,30, 2026 were organizational activities and those necessary to prepare for the IPO and, following our IPO, searching for a Business Combination target and the negotiation with potential targets for an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination.

For the three months ended MarchJune 31,30, 2026, we had a net loss of $113,988,$15,218, which consisted of general and administrative expenses of $53,780$39,407 and legal and professional expenses of $93,400, $7,788, partially offset by interest income of $33,192.$31,977. For the three months ended MarchJune 31,30, 2025, we had a net income of $413,202,$379,939, which consisted of interest income of $647,080,$646,975, partially offset by general and administrative expenses of $68,384$58,864 and legal and professional expenses of $165,494.$208,172.

Following the IPO and the sale of the Private Placement Units, including the sale of the Over-Allotment Option Units, a total of $60,000,000 was placed in the Trust Account, and the Company had $1,888,753 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. The Company incurred $1,600,217 in transaction costs, including $600,000 of underwriting fees, the fair value of the representative shares of $675,000, and $325,217 of other offering costs. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Such working capital funds could be used in a variety of ways and could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination or to indemnify any of our officers or directors as required by law if the funds available to us outside of the Trust Account were insufficient to cover such expenses. On January 24, 2025, the Company repaid the Promissory Note in full. As March 31,of June 30, 2026, no amount was outstanding under the promissory note with our Sponsor.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $3,006,138$3,032,747 (including approximately $26,202$52,811 of interest income for the threesix months ended MarchJune 31,30, 2026) 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 MarchJune 31,30, 2026, the Company had $670,328 $633,724 of cash on hand and working capital of $279,570 .$237,744.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (the “Working Capital Loan”). If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,150,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units issued to our Sponsor. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. As of March 31,June 30, 2026, no borrowing was outstanding under the Working Capital Loan.

In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update“Codification (“ASU”)Subtopic 2014-15,205-40, “DisclosuresPresentation of UncertaintiesFinancial about anStatements Entity’s Ability to Continue as a- Going Concern,Concern”, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the Working Capital Loans (see Note 5). In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The interim unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.