A SPAC III Acquisition Corp.(ASPC) - 2025 Q3 - Quarterly Report

Financial Performance - Net income for the three months ended September 30, 2025, was $480,352, a significant increase from a net loss of $38,778 in the same period of 2024[13]. - For the nine months ended September 30, 2025, the net income was $1,273,493, while the company experienced a net loss of $46,778 in the same period of 2024[73]. - The basic and diluted net income per ordinary share for the three months ended September 30, 2025, was $0.12, compared to a loss of $0.11 per share in 2024[73]. - The basic and diluted net income per ordinary share for the nine months ended September 30, 2025, was $0.34, while it was a loss of $0.36 per share in 2024[73]. Assets and Liabilities - Total assets increased to $63.36 million as of September 30, 2025, compared to $62.08 million as of December 31, 2024, reflecting a growth of 2.1%[12]. - Total liabilities remained stable at $529,565 as of September 30, 2025, compared to $517,334 as of December 31, 2024[12]. - Shareholders' equity decreased to $975,004 as of September 30, 2025, from $3.86 million as of December 31, 2024, indicating a decline of 74.7%[12]. - Cash at the end of the period decreased to $1.06 million as of September 30, 2025, down from $1.60 million at the beginning of the period[21]. 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[27]. - An additional 500,000 units were sold under the over-allotment option, generating gross proceeds of $5,000,000[29]. - The total transaction costs for the IPO amounted to $1,600,217, including $600,000 in cash underwriting commissions[30]. - The Company has placed $60,000,000 in a Trust Account, which will be invested in U.S. government treasury bills or money market funds[32]. Business Combination and Operations - As of September 30, 2025, the Company had not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[25]. - The Company has a Combination Period of 24 months from the IPO to complete a Business Combination, extended to November 12, 2026[36]. - The Company entered into a merger agreement with PubCo, Merger Sub, and Bioserica, with an aggregate consideration of $217,860,000 for the Acquisition Merger[42]. - The Company expects to incur significant costs in pursuit of its acquisition plans and does not anticipate generating operating revenues until after the completion of its Business Combination[120]. Shareholder Information - The Company will provide public shareholders the opportunity to redeem shares at a price equal to the amount in the Trust Account, initially anticipated to be $10.00 per share[34]. - The Company had 6,000,000 Class A ordinary shares subject to possible redemption as of September 30, 2025, unchanged from the previous year[13]. - The holders of rights will receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial Business Combination, with 6,000,000 rights outstanding as of September 30, 2025[102]. Costs and Expenses - General and administrative expenses rose to $173,955 for the three months ended September 30, 2025, compared to $38,778 in the same period of 2024, marking an increase of 348%[13]. - The Company incurred offering costs of $1,600,217 related to the IPO, which were charged to shareholders' equity upon completion[59]. - The Company has significant professional costs expected to continue as it remains publicly traded and pursues a Business Combination[47]. Trust Account and Investments - The estimated fair value of investments held in the Trust Account was $62,268,671 as of September 30, 2025, comprised of money market funds investing in U.S. government securities[61]. - The Company held marketable securities in the Trust Account valued at $62,268,671 as of September 30, 2025[108]. - The funds in the trust account will be invested in U.S. government treasury bills or money market funds, with limited access until certain conditions are met[163]. Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[54]. - The Company has not experienced any changes in internal control over financial reporting that materially affected its reporting[155]. - The management evaluated the effectiveness of disclosure controls and procedures, concluding they were effective at a reasonable assurance level[153]. Risks and Concerns - The ongoing geopolitical tensions and market volatility may adversely affect the Company's ability to consummate a Business Combination[51]. - The Company may need additional financing to complete its Business Combination or to meet obligations if cash on hand is insufficient[47]. - The Company expects to incur significant costs to remain publicly traded and pursue a Business Combination, raising concerns about its ability to continue as a going concern[137].