ASPAC III Acquisition (ASPC) risk factors, FY2025 10-K

ASPAC III Acquisition's FY2025 10-K, filed Mar 04, 2026, lists 78 risk factors. Against the prior year's 66: 21 new, 9 dropped, 35 substantially reworded.

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Risk factors listed
780 groups
New this year
21vs 66 last year
Dropped
9since the prior 10-K
Substantially reworded
35of those kept
Section length
29k wordsItem 1A

What the changes say

  • The company entered into a $217,860,000 merger agreement with Bioserica, backed by a voting agreement from a supporting shareholder.
  • Cash on hand dropped to $871,350 while working capital stands at $419,761 as of December 31, 2025.
  • Shareholders approved extending the business combination deadline up to November 12, 2026.

What changed since the prior 10-K

New

  • New

    The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement

  • New

    The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on May 27, 2025, and incorporated by reference herein

    The supporting shareholder agreed to vote in favor of the Bioserica acquisition merger and restricted any transfer of its shares prior to the closing.

  • New

    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”). As part of the Reorganization, PubCo transferred 100% of the issued and outstanding equity of Merger Sub to the Company

    The company completed an internal reorganization and extended its business combination deadline to November 12, 2026.

  • New

    As of December 31, 2025, the Company had $871,350 of cash on hand and working capital of $419,761

    The company held $871,350 in cash with $419,761 in working capital, relying on potential working capital loans up to $1,150,000 convertible into units at $10.00 each.

  • New

    On May 23, 2025, the Company entered into the Merger Agreement with (i) Bioserica, (ii) PubCo, and (iii) Merger Sub

    The aggregate consideration for the Bioserica acquisition merger is $217,860,000, payable through 20,000,000 Class B and 1,786,000 Class A ordinary shares valued at $10.00 per share.

  • New

    Inherent Limitations on Effectiveness of Internal Controls

  • New

    (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements

  • New

    Wong Yi Dung Eden KEC Capital Company Limited Finance Co-Founder, Managing Partner

    Officers and directors have fiduciary duties to other entities, which may take precedence over presenting business combination opportunities to the company.

  • New

    Commitments and Contingencies (Note 6)

  • New

    $ 4,255,351 $ (391,959 ) $ 3,863,392

  • New

    Net income (loss) $ 1,343,931 $ (226,383 )

  • New

    As a result of the underwriter’s partial exercise of the over-allotment option on November 19, 2024, 81,250 Class B ordinary shares were forfeited for no consideration

  • New

    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 PubCo, Merger Sub, and Bioserica

  • New

    Extensions and Redemptions

  • New

    As of December 31, 2025, the Company had $871,350 in cash and working capital of $419,761

  • New

    Principles of consolidation

  • New

    Fair Value of Financial Instruments

  • New

    Accretion of carrying value to redemption value 2,662,527

  • New

    Allocation of net income (loss) 2,349,592 (1,005,661 ) 396,049 (622,432 )

  • New

    Note 9 — Segment Information

  • New

    Interest earned on investments held in Trust Account $ 2,125,035 356,959

Dropped

  • Dropped

    Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the Private Placement of an aggregate 280,000 Private Placement Units

    Maxim partially exercised its over-allotment option generating gross proceeds of $5,000,000.

  • Dropped

    Total transaction costs related to the offering amounted to $1,600,217 consisting of $600,000 of cash underwriting commissions which was paid in cash at the closing date of the IPO and the sale of the Over-Allotment Option Units, $675,000 fair value of the Representative Shares, and $325,217 of other offering costs

    The company entered into a non-binding agreement with HD Education Group Limited headquartered in Anji County, China.

  • Dropped

    As of December 31, 2024, the Company had $1,598,890 of cash on hand and working capital of $1,200,865

  • Dropped

    Pang Wai Yuen Marvin iFree Group (Hong Kong) Limited Smart Retail Technology Director – Corporate Finance

  • Dropped

    Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and

    As of December 31, 2024, cash on hand was $1,598,890 and working capital was $1,200,865.

  • Dropped

    Balance as of December 31, 2023 1,581,250 $ — $ 25,000 $ (165,576 ) $ (140,576 )

  • Dropped

    In connection with the IPO and issuance and sales of the Over-Allotment Option Units, the Company issued to Maxim Group LLC, (“Maxim”), an aggregate of 270,000 Class A ordinary shares for no consideration (the “Representative Shares”)

  • Dropped

    As of December 31, 2024, the Company had $1,598,890 in cash and working capital of $1,200,865

  • Dropped

    The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature

Reworded

  • 99% rewritten

    Management’s Report on Internal Controls Over Financial Reporting

  • 96% rewritten

    Basic and diluted net income (loss) per ordinary share

    Was: Basic and diluted net loss per ordinary share

  • 94% rewritten

    Note 10 — Subsequent Events

    Updated subsequent events to reflect the January 2026 share exchange where the sponsor traded 1,499,900 Class B shares for Class A shares.

    Was: Note 9 — Subsequent Events

  • 87% rewritten

    Interest earned on investments held in trust account (2,125,035 ) (356,959 )

    Was: Interest earned on marketable securities held in Trust Account (356,959 )

  • 84% rewritten

    Recent Accounting Pronouncements

    Replaced the income tax disclosure update with new accounting pronouncement ASU 2025-05 regarding the measurement of credit losses.

  • 84% rewritten

    Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171) F-2

    Was: Report of Independent Registered Public Accounting Firm (PCAOB Firm # 1171) F-2

  • 77% rewritten

    Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and 2024

    Updated share counts and financial statement line items for Class A and Class B ordinary shares as of December 31, 2025.

    Was: Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2024 and 2023

  • 75% rewritten

    Net Cash Used in Operating Activities (451,319 ) (473,887 )

    Added cash withdrawn from the trust account of $59,502,058 to pay public shareholder redemptions in the statement of cash flows.

    Was: Net Cash Used in Operating Activities (473,887 )

  • 72% rewritten

    The Private Placement Units, Private Placement Shares, Private Placement Rights and the Class A ordinary shares underlying such rights will not be transferable, assignable or salable by the Sponsor until after the completion of the Company’s initial Business Combination, except to permitted transferees

  • 70% rewritten

    Loss from operations (827,300 ) (587,106 )

    Was: Loss from Operations (587,106 ) (2,650 )

  • 69% rewritten

    Recent Accounting Standards

  • 67% rewritten

    Promissory Note — Related Party

  • 66% rewritten

    Class A Ordinary Shares Subject to Possible Redemption

  • 63% rewritten

    ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

  • 63% rewritten

    Note 1 — Description of Organization and Business Operations

  • 60% rewritten

    Cash and Cash Equivalents

  • 57% rewritten

    Net Cash Provided by (Used in) Investing Activities 59,502,058 (60,000,000 )

    Was: Net Cash Used in Investing Activities (60,000,000 )

  • 52% rewritten

    The conflicts described above may not be resolved in our favor

  • 52% rewritten

    1.1 Underwriting Agreement, dated November 8, 2024, by and between the Company and Maxim (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024)

  • 49% rewritten

    Opinion on the Financial Statements

  • 49% rewritten

    These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer

  • 46% rewritten

    ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

  • 46% rewritten

    Note 8 — Fair Value Measurements

  • 41% rewritten

    104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

  • 40% rewritten

    Note 4 — Private Placement

  • 36% rewritten

    Basic and diluted net loss per share, Class A and Class B ordinary shares not subject to redemption $ (0.49 ) $ (0.38 )

    Was: Basic and diluted net loss per share, Class A and Class B ordinary shares not subject to redemption $ (0.38 ) $ (0.00 )

  • 34% rewritten

    Cash, End of Year $ 871,350 $ 1,598,890

    Was: Cash, End of Year $ 1,598,890 $

  • 31% rewritten

    Substantial Doubt about the Company’s Ability to Continue as a Going Concern

  • 31% rewritten

    Net Income (Loss) Per Ordinary Share

    Was: Net Loss Per Ordinary Share

  • 30% rewritten

    4.3 Specimen Right Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 1, 2024)

  • 30% rewritten

    Investments Held in Trust Account

  • 27% rewritten

    (3) A SPAC III (Holdings) Corp intends to transfer 20,000 shares to each of the independent non-executive directors at the consummation of an initial business combination

    Was: (4) A SPAC III (Holdings) Corp intends to transfer 20,000 shares to each of the independent non-executive directors at the consummation of an initial business combination

  • 26% rewritten

    10.4 A Private Placement Unit Purchase Agreement, dated November 8, 2024, by and between the Company and A SPAC III (Holdings) Corp. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024)

  • 25% rewritten

    Total Liabilities, Shares Subject to Redemption and Shareholders’ Equity $ 3,935,652 $ 62,075,158

    Was: Total Liabilities, Shares Subject to Redemption and Shareholders’ Equity (Deficit) $ 62,075,158 $

  • 22% rewritten

    Concentration of Credit Risk

All 78 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger AgreementNew
  2. 02The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on May 27, 2025, and incorporated by reference hereinNew
  3. 03On September 10, 2025, the Company completed an internal reorganization, pursuant to which Merger Sub became a wholly owned subsidiary of the Company (the “Reorganization”). As part of the Reorganization, PubCo transferred 100% of the issued and outstanding equity of Merger Sub to the CompanyNew
  4. 04Liquidity and Capital Resources
  5. 05The Private Placement Units, Private Placement Shares, Private Placement Rights and the Class A ordinary shares underlying such rights will not be transferable, assignable or salable by the Sponsor until after the completion of the Company’s initial Business Combination, except to permitted transferees72% rewritten
  6. 06As of December 31, 2025, the Company had $871,350 of cash on hand and working capital of $419,761New
  7. 07Off-Balance Sheet Financing Arrangements
  8. 08On May 23, 2025, the Company entered into the Merger Agreement with (i) Bioserica, (ii) PubCo, and (iii) Merger SubNew
  9. 09Critical Accounting Policies and Estimates
  10. 10Class A Ordinary Shares Subject to Possible Redemption66% rewritten
  11. 11Net Income (Loss) per Share
  12. 12Recent Accounting Standards69% rewritten
  13. 13Evaluation of Disclosure Controls and Procedures
  14. 14Inherent Limitations on Effectiveness of Internal ControlsNew
  15. 15Management’s Report on Internal Controls Over Financial Reporting99% rewritten
  16. 16(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statementsNew
  17. 17Changes in Internal Control over Financial Reporting
  18. 18ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE63% rewritten
  19. 19Pang Wai Yuen Marvin 60 Independent Director
  20. 20Number, Terms of Office and Election of Officers and Directors
  21. 21Committees of the Board of Directors
  22. 22The conflicts described above may not be resolved in our favor52% rewritten
  23. 23Wong Yi Dung Eden KEC Capital Company Limited Finance Co-Founder, Managing PartnerNew
  24. 24Section 16(a) Beneficial Ownership Reporting Compliance
  25. 25Executive Officers and Director Compensation
  26. 26ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS46% rewritten
  27. 27(3) A SPAC III (Holdings) Corp intends to transfer 20,000 shares to each of the independent non-executive directors at the consummation of an initial business combination27% rewritten
  28. 28Promissory Note — Related Party67% rewritten
  29. 29We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy
  30. 30These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer49% rewritten
  31. 31ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  32. 32Item 15. Exhibits, Financial Statement Schedules
  33. 33Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171) F-284% rewritten
  34. 34Notes to Consolidated Financial Statements F-7
  35. 351.1 Underwriting Agreement, dated November 8, 2024, by and between the Company and Maxim (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024)52% rewritten
  36. 364.3 Specimen Right Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 1, 2024)30% rewritten
  37. 3710.2 Investment Management Trust Agreement, dated November 8, 2024, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024)
  38. 3810.4 A Private Placement Unit Purchase Agreement, dated November 8, 2024, by and between the Company and A SPAC III (Holdings) Corp. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024)26% rewritten
  39. 39104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)41% rewritten
  40. 40Opinion on the Financial Statements49% rewritten
  41. 41Substantial Doubt about the Company’s Ability to Continue as a Going Concern31% rewritten
  42. 42Commitments and Contingencies (Note 6)New
  43. 43Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and 202477% rewritten
  44. 44Total Liabilities, Shares Subject to Redemption and Shareholders’ Equity $ 3,935,652 $ 62,075,15825% rewritten
  45. 45Loss from operations (827,300 ) (587,106 )70% rewritten
  46. 46Basic and diluted net loss per share, Class A and Class B ordinary shares not subject to redemption $ (0.49 ) $ (0.38 )36% rewritten
  47. 47$ 4,255,351 $ (391,959 ) $ 3,863,392New
  48. 48Net income (loss) $ 1,343,931 $ (226,383 )New
  49. 49Interest earned on investments held in trust account (2,125,035 ) (356,959 )87% rewritten
  50. 50Net Cash Used in Operating Activities (451,319 ) (473,887 )75% rewritten
  51. 51Net Cash Provided by (Used in) Investing Activities 59,502,058 (60,000,000 )57% rewritten
  52. 52Cash, End of Year $ 871,350 $ 1,598,89034% rewritten
  53. 53Note 1 — Description of Organization and Business Operations63% rewritten
  54. 54The Company’s sponsor is A SPAC III (Holdings) Corp., a BVI company (the “Sponsor”)
  55. 55As a result of the underwriter’s partial exercise of the over-allotment option on November 19, 2024, 81,250 Class B ordinary shares were forfeited for no considerationNew
  56. 56On 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 PubCo, Merger Sub, and BiosericaNew
  57. 57Extensions and RedemptionsNew
  58. 58As of December 31, 2025, the Company had $871,350 in cash and working capital of $419,761New
  59. 59Principles of consolidationNew
  60. 60Cash and Cash Equivalents60% rewritten
  61. 61Offering Costs Associated with Initial Public Offering
  62. 62Fair Value of Financial InstrumentsNew
  63. 63Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities
  64. 64Investments Held in Trust Account30% rewritten
  65. 65Gross proceeds from IPO $ 60,000,000
  66. 66Accretion of carrying value to redemption value 2,662,527New
  67. 67Net Income (Loss) Per Ordinary Share31% rewritten
  68. 68Basic and diluted net income (loss) per ordinary share96% rewritten
  69. 69Allocation of net income (loss) 2,349,592 (1,005,661 ) 396,049 (622,432 )New
  70. 70Concentration of Credit Risk22% rewritten
  71. 71Recent Accounting Pronouncements84% rewritten
  72. 72Note 3 — Initial Public Offering
  73. 73Note 4 — Private Placement40% rewritten
  74. 74Class A Ordinary Shares — The Company is authorized to issue a total of 100,000,000 Class A ordinary shares with no par value. As of December 31, 2025 and 2024, there were 555,000 Class A ordinary shares outstanding, excluding 282,581 and 6,000,000 Class A ordinary shares subject to possible redemption, respectively
  75. 75Note 8 — Fair Value Measurements46% rewritten
  76. 76Note 9 — Segment InformationNew
  77. 77Interest earned on investments held in Trust Account $ 2,125,035 356,959New
  78. 78Note 10 — Subsequent Events94% rewritten

Other ASPAC III Acquisition 10-Ks

  • FY2024 10-K risk factors
    66 risks

    The company relies heavily on completing an initial business combination by November 12, 2025 to survive. Management faces significant conflicts of interest due to multiple business affiliations. Working capital relies entirely on loans from the sponsor or affiliates.

    Filed Mar 05, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.