A SPAC III Acquisition Corp.(ASPC) - 2025 Q2 - Quarterly Report

Financial Performance - The company reported a net income of $793,141 for the six months ended June 30, 2025, compared to a net loss of $8,000 for the same period in 2024, indicating a significant turnaround in performance [12]. - For the three months ended June 30, 2025, the company reported a net income of $379,939, compared to a net loss of $8,000 for the same period in 2024, indicating a significant turnaround in performance [119]. - For the six months ended June 30, 2025, the net income was $793,141, while the net loss for the same period in 2024 was $8,000 [66]. - The basic and diluted net income per ordinary share for the three months ended June 30, 2025, was $0.11, compared to a loss of $(0.12) for the same period in 2024 [67]. - The basic and diluted net income per ordinary share for the six months ended June 30, 2025, was $0.22, while the loss for the same period in 2024 was $(0.24) [67]. Assets and Liabilities - As of June 30, 2025, total assets amounted to $62,776,001, a slight increase from $62,075,158 as of December 31, 2024, reflecting a growth of approximately 1.13% [11]. - Total current liabilities decreased to $425,036 as of June 30, 2025, from $517,334 as of December 31, 2024, representing a reduction of approximately 17.8% [11]. - The total shareholders' equity as of June 30, 2025, was $1,898,177, a decrease from $3,863,392 as of December 31, 2024, reflecting a decline of approximately 50.9% [11]. - The Company had cash of $1,068,509 at the end of June 2025, down from $1,598,890 at the end of December 2024, a decrease of about 33% [16]. - As of June 30, 2025, the Company had $1,068,509 in cash and working capital of $726,118 [40]. IPO and Financing - 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 [22]. - The underwriters partially exercised their over-allotment option, resulting in the issuance of an additional 500,000 Units, generating gross proceeds of $5,000,000 [23]. - Total transaction costs for the IPO and over-allotment amounted to $1,600,217, including $600,000 in cash underwriting commissions [24]. - The Company placed $60,000,000 of net proceeds from the IPO and private placements into a Trust Account, which will be invested in U.S. government treasury bills [26]. - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares [41]. Business Combinations - The Company entered into an agreement with HD Group for a potential acquisition valued at $300,000,000, to be paid entirely in stock [33]. - The Company also entered into an agreement with Bioserica for a potential acquisition valued at $200,000,000, also to be paid entirely in stock [34]. - The Merger Agreement with Bioserica includes an aggregate consideration of $217,860,000, consisting of $200,000,000 in newly issued Class B ordinary shares and $17,860,000 in Class A ordinary shares [36]. - The Company will provide public shareholders the opportunity to redeem shares upon completion of the initial Business Combination at a price of approximately $10.00 per share [28]. - The Company has until 12 months from the IPO closing to complete an initial Business Combination, with the possibility of extending this period by up to 6 months through Extension Loans totaling up to $1,100,000 [81]. Operational Activities - The company has not commenced any operations as of June 30, 2025, and all activities have been related to its formation and identifying a target for a business combination [20]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination [117]. - The company has incurred general and administrative expenses of $267,036 for the three months ended June 30, 2025, compared to $8,000 for the same period in 2024, indicating increased operational activities [119]. - The Company has significant costs associated with remaining a publicly traded entity and pursuing a Business Combination, raising concerns about its ability to continue as a going concern [127]. Trust Account and Investments - The estimated fair value of investments held in the Trust Account was $61,624,847 as of June 30, 2025, compared to $60,356,959 as of December 31, 2024 [54]. - The fair value of marketable securities held in the Trust Account is $61,624,847, an increase from $60,356,959 as of December 31, 2024, representing a growth of approximately 2.1% [101]. - The funds in the Trust Account will not be released until certain conditions are met, including the completion of an initial business combination [153]. Legal and Compliance - The Company has not experienced any changes in internal control over financial reporting that materially affected its financial reporting [144]. - There are currently no material legal proceedings or claims against the Company that could adversely affect its financial condition [146]. - The Company’s disclosure controls and procedures were deemed effective at a reasonable assurance level as of June 30, 2025 [142]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [47].