A SPAC III Acquisition Corp.(ASPC) - 2024 Q4 - Annual Report

IPO and Fundraising - The Company completed its IPO on November 12, 2024, raising total gross proceeds of $55,000,000 from the sale of 5,500,000 units at $10.00 per unit[17]. - A private placement of 280,000 units was also completed, generating total proceeds of $2,800,000, with the units sold at the same price of $10.00 per unit[18]. - An additional 500,000 units were sold under the over-allotment option, generating gross proceeds of $5,000,000[19]. - The total net proceeds of $60,000,000 from the IPO and private placement were deposited in a trust account for the benefit of public shareholders[21]. - The Company raised gross proceeds of $55 million from the IPO by selling 5,500,000 Units at a price of $10.00 per unit[102]. - An additional $5 million was generated from the sale of 500,000 Over-Allotment Option Units at the same price[105]. - Total gross proceeds from the IPO and Over-Allotment Option Units amounted to $60,000,000, which was placed in a Trust Account for public shareholders[119]. Business Combination Plans - The Company entered into an agreement with HDEducation Group Limited for a potential business combination, with an aggregate consideration of $300,000,000 to be paid entirely in stock[24]. - A separate agreement with Bioserica International Limited was also established, with a consideration of $200,000,000 to be paid in stock[25]. - The Company has a deadline to complete its initial business combination by November 12, 2025, with a possible extension to May 12, 2026[32]. - The company aims to acquire target businesses with a total enterprise value between $100 million and $600 million[46]. - The initial business combination must have an aggregate fair market value equal to at least 80% of the balance in the trust account at the time of signing a definitive agreement[49]. - The company may structure its initial business combination to acquire less than 100% of the target business, provided it maintains a controlling interest[52]. - The company intends to focus on businesses in the Environmental, Sustainability, and Governance (ESG) and material technology sectors, with a global target search[44]. Redemption and Liquidation - Public shareholders will have the opportunity to redeem their shares at a per-share price of approximately $10.00, subject to the amount in the trust account[30][31]. - If the Company fails to complete the business combination, it will enter voluntary liquidation, and the redemption amount may be less than $10.00 due to potential claims from creditors[37]. - If the company fails to complete a business combination, it will redeem 100% of outstanding public shares at a price expected to be approximately $10.00 per share[51]. - The Company will liquidate if an initial business combination is not completed, rendering 1,500,000 Class B ordinary shares and 285,000 Private Placement Units worthless[179]. Financial Performance - For the year ended December 31, 2024, the Company reported a net loss of $226,383, with general and administrative expenses of $587,106 and interest income of $360,723[125]. - As of December 31, 2024, the Company had $1,598,890 in cash on hand and working capital of $1,200,865[131]. - The Company incurred total transaction costs of $1,600,217 related to the IPO, including $600,000 in underwriting fees[130]. - The Company has not paid any cash dividends to date and does not intend to do so prior to completing an initial business combination[99]. - The Company has classified 6,000,000 Class A ordinary shares as temporary equity due to redemption provisions not solely within its control[142]. - The Company reported a net loss per share calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture[143]. Regulatory and Legal Risks - The company may face significant legal and operational risks if it acquires a PRC-based company, including regulatory reviews and restrictions on foreign ownership[53]. - The PRC government has implemented new cybersecurity review measures that require network platform operators with over one million users to apply for reviews before going public abroad, potentially affecting the company's ability to list on U.S. exchanges[54]. - If the company acquires a PRC target, it may rely on a Variable Interest Entity (VIE) structure, which poses risks related to the enforcement of contractual arrangements and the legal environment in China[55]. - The PCAOB's ability to inspect auditors in mainland China and Hong Kong is uncertain, which could impact the company's access to U.S. capital markets[59]. - If the combined company cannot meet PCAOB inspection requirements for two consecutive years, its securities may be delisted from U.S. exchanges[61]. - The M&A Rules in China require offshore special purpose vehicles to obtain approval from the CSRC for overseas listings, adding uncertainty to potential acquisitions[65]. - The PRC government issued the "Opinions" on July 6, 2021, to strengthen regulation over illegal securities activities and overseas listings by China-based companies[66]. - The CSRC's Trial Administrative Measures, effective March 31, 2023, require filing for overseas listings if 50% or more of an issuer's revenue comes from PRC domestic companies[67]. - The PRC Data Security Law imposes obligations on entities conducting data activities, including national security review procedures[68]. - Foreign exchange control regulations may restrict the ability of PRC subsidiaries to remit funds to offshore entities, impacting dividend payments[72]. - The PRC government may impose measures that restrict access to foreign currencies, affecting the ability to meet foreign currency obligations[72]. Governance and Management - The Company is classified as an emerging growth company and is eligible for certain exemptions from reporting requirements[84]. - The Chief Executive Officer has over 20 years of experience in capital markets, including private equity and M&A transactions[159]. - The Independent Director has over 25 years of experience in private equity and project finance, enhancing the Company's governance[160]. - The board of directors consists of four members, with directors holding office for an indefinite term or a term fixed by resolution[164]. - The Audit Committee, composed solely of independent directors, reviews the company's financial reporting processes and the performance of independent auditors[166]. - The Compensation Committee evaluates officers' performance and determines compensation levels, but did not meet during 2024[169]. - No compensation will be paid to existing initial shareholders, including directors, prior to the consummation of a business combination[170]. - The company has established a nominating committee responsible for overseeing the selection of board nominees, consisting of independent directors[168]. - The company has adopted a code of conduct and ethics applicable to its directors, officers, and employees[183]. - The Company has established insider trading policies to promote compliance with relevant laws and regulations[184]. - The Company has not yet adopted a formal policy for the review of related party transactions, which may affect governance practices[207]. - The audit committee will review and approve related party transactions, requiring a majority vote for approval[209]. - The Company has three independent directors as defined by NASDAQ listing standards, ensuring compliance with SEC rules[215]. Future Financing and Operations - The company intends to use cash from the IPO and private placement proceeds for its initial business combination[113]. - The Company may need to obtain additional financing to complete its Business Combination or to meet obligations if cash on hand is insufficient[133]. - The Sponsor is not obligated to fund the Trust Account for extensions related to the initial Business Combination[205]. - The audit committee will conduct quarterly reviews of all payments made to the Sponsor, officers, or directors[214].