ADDED
As of March 4, 2026, 2,337,481 Class A ordinary shares, no par value, and 100 Class B ordinary shares, no par value, were issued and outstanding.
On May 21, 2025, the HD Group Agreement was terminated by mutual agreement by the Company and HD Group.
Merger Agreement 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) A SPAC III Mini Acquisition Corp., a British Virgin Islands business company and wholly-owned subsidiary of the Company (the PubCo ), and (iii) A SPAC III Mini Sub Acquisition Corp., a British Virgin Islands business company formed as a wholly owned subsidiary of PubCo ( 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).
2 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.
Reorganization 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 ).
REMOVED
The Registrant s Class A ordinary shares commenced trading on the Nasdaq Stock Exchange on November 8, 2024.
Accordingly, at June 30, 2024, the aggregate market value of the Registrant s Class A ordinary shares held by non-affiliates of the Registrant was $ 0 .
As of March 5, 2025, 6,555,000 Class A ordinary shares, including Class A ordinary shares underlying the units, and 1,500,000 Class B ordinary shares were issued and outstanding.
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.
Redemption of public shares and liquidation if no initial business combination Our sponsor, officers and directors have agreed that we will complete our initial business combination by November 12, 2025, (or up to May 12, 2026 if the Company extend the period of time to consummate a Business Combination by the full amount of time) (the Combination Period ).
We have until November 12, 2025 to consummate an initial business combination.
However, if we anticipate that we may not be able to consummate our initial business combination by November 12, 2025, we may extend the period of time to consummate a business combination up to two times, each time by an additional three months (up to May 12, 2026 to complete a business combination) (the Combination Period ) without shareholder approval.
Any such payments may be made from funds not held in the trust account or in the form of a loan.
Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination.
If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us.