A SPAC III Acquisition Corp.

Company overview

• Type: A blank check company organized as a British Virgin Islands business company, formed on September 3, 2021.
• Primary purpose: effect a merger, share exchange, asset acquisition, stock purchase, reorganization or other business combination (the “Business Combination”).
• As of 12/31/2025, the Company had no operating business and no operating revenues. Activities through that date were organizational and focused on preparing for the IPO and pursuing a Business Combination.

Capital structure and financing

• IPO: 5,500,000 Units sold at $10.00 per Unit, gross proceeds of $55,000,000.
• Private placement: 280,000 Private Placement Units sold to the Sponsor (A SPAC III (Holdings) Corp.) at $10.00 per Unit, gross proceeds of $2,800,000.
• Over-allotment: 500,000 Over-Allotment Option Units exercised, gross proceeds of $5,000,000; closing occurred on November 19, 2024.
• Additional private placement with over-allotment: 5,000 Private Placement Units to the Sponsor, gross proceeds of $50,000.
• Representative shares: Maxim received 270,000 Class A ordinary shares (no consideration) in connection with the IPO/over-allotment.
• Trust account: $60,000,000 of net proceeds from the IPO (including over-allotment) and Private Placement were deposited in the Trust Account.
• Founder Shares and related equity interests are held by the Sponsor, initial shareholders, underwriters and Representatives.

Management and employees

• Officers: 1 officer.
• Employees: The Company did not staff full-time employees prior to a Business Combination.

Investment and target strategy

• Focus: identify and consummate a Business Combination in Environmental, Sustainability and Governance (ESG) and material technology sectors.
• Geographic scope: open to targets globally.
• Target size and structure: primarily growth businesses with total enterprise value between $100 million and $600 million; intends to own 100% or a controlling interest in the target to avoid being treated as an investment company. For an initial Business Combination, NASDAQ rules require that 80% of net assets in the trust be represented by the target(s).
• Regulatory and cross-border considerations: may pursue China-related targets and acknowledges associated PRC regulatory, HFCAA/CFIUS and VIE-structure risks where applicable.

Major planned transaction (as of May 23, 2025)

• Parties/structure: Merger Agreement among the Company, Bioserica, PubCo and Merger Sub to effect the Acquisition Merger. The structure contemplates a Reincorporation Merger of the Company into PubCo and a merger of Merger Sub with Bioserica, with Bioserica becoming a wholly owned subsidiary of PubCo.
• Consideration: aggregate value of $217,860,000, consisting of:
  • 20,000,000 newly issued PubCo Class B ordinary shares at $10.00 per share; and
  • 1,786,000 newly issued PubCo Class A ordinary shares at $10.00 per share (assuming Bioserica would receive approximately $12,500,000 in third-party investments prior to closing).
• Governance/support: a Voting and Support Agreement with a Supporting Shareholder to vote in favor of the Acquisition Merger and related matters; transfer restrictions on certain shares prior to closing.
• Reorganization activity: on September 10, 2025, Merger Sub became a wholly owned subsidiary of the Company; PubCo transferred 100% of Merger Sub to the Company as part of the Reorganization.
• Closing: consummation is subject to customary conditions under the Merger Agreement.

Post-transaction considerations

• Ownership: the post-transaction company is expected to own 100% of the target’s equity or assets or a controlling interest if structure requires partial ownership.
• Listing intent: intends to list the post-transaction company on Nasdaq or another primary U.S. market.
• Redemptions: public shareholders have redemption rights for cash from the Trust Account at closing, subject to the 80% net assets test and other conditions; certain insiders have waived redemption rights for Founder Shares and Representative Shares under specified circumstances.
• Combination period: originally 12 months from the IPO and extended to November 12, 2026 (24 months from the IPO) by stockholder action in 2025; redemption activity occurred in connection with the extension.

Use of trust proceeds and liquidity

• Trust funds: $60,000,000 in the Trust Account as of the reporting date, to be used for redemptions and to fund the Business Combination process.
• Other funds: amounts outside the Trust may be used to pay liquidation and administrative costs if no Business Combination occurs.
• Operating income prior to Business Combination: none; only anticipated non-operating income is interest on cash and cash equivalents in the Trust Account.

Geographic and regulatory risk context

• PRC-related considerations: potential targets with operations in China involve PRC rules on M&A, securities, cybersecurity/data privacy, HFCAA/PCAOB access, and possible VIE structures.
• U.S. national security review: potential CFIUS review for U.S.-based regulated targets and related timing or feasibility risks where foreign ownership raises national security considerations.

Current status (as of 12/31/2025)

• Operations: focused on pursuing a Business Combination.
• Revenues/income: no operating revenues; interest income from the Trust Account possible.
• Customers: no commercial operations prior to a Business Combination.
• Facilities: principal executive offices at The Sun’s Group Center, 29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong.

Summary: A SPAC III Acquisition Corp. is a SPAC formed to identify and merge with a target in ESG/material technology sectors. It has $60 million in trust, completed initial financing activities, and has a planned Acquisition Merger with Bioserica/PubCo valued at approximately $217.86 million. As of 12/31/2025 the Company has no operating business, no revenue, and one officer, and is focused on executing a Business Combination.