SEC Form 425 filed by A SPAC III Acquisition Corp.

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

May 23, 2025

Date of Report (Date of earliest event reported)

A SPAC III Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: +852 95833199

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Item 1.01 Entry into Material Definitive Agreement.

On May 23, 2025, A SPAC III Acquisition Corp., a British Virgin Islands business company (the “Company” or the “Parent”) entered into a merger agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with (i) Bioserica International Limited 禾素國際有限公司, a British Virgin Islands business company (“Bioserica”); (ii) A SPAC III Mini Acquisition Corp., a British Virgin Islands business company and wholly-owned subsidiary of the Company (the “Purchaser”); and (iii) A SPAC III Mini Sub Acquisition Corp., a British Virgin Islands business company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement.

A copy of the Merger Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1, and is incorporated herein by reference, and the description of the Merger Agreement herein is qualified in its entirety by reference thereto.

Reincorporation Merger

Upon the closing of the transactions contemplated in the Merger Agreement, the Parent will be merged with and into the Purchaser, the separate corporate existence of the Parent will cease and Purchaser will continue as the surviving corporation (the “Reincorporation Merger”). In connection with the Reincorporation Merger, each of the Parent’s issued and outstanding shares will be converted into an equivalent share of Purchaser:

Acquisition Merger and Acquisition Consideration

Following the Reincorporation Merger, the Merger Sub will merge with and into Bioserica (the “Acquisition Merger”). Following the Acquisition Merger, the separate corporate existence of Merger Sub shall cease, and Bioserica shall continue as the surviving company in the Acquisition Merger (the “Surviving Corporation”) under the BVI Act.

Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid to existing shareholders and holders of equity awards of Bioserica is $200,000,000, which will be paid entirely in stock, comprised of newly issued Class B Ordinary Shares of the Purchaser at a price of $10.00 per share, plus such number of Purchaser Class A Ordinary Shares as determined pursuant to the Merger Agreement, up to a maximum of 1,786,000 Purchaser Class A Ordinary Shares. Upon the effectiveness of the Acquisition Merger, all issued and outstanding ordinary shares of Bioserica will be cancelled and automatically converted into the right to receive, without interest, the applicable number and class of the ordinary shares of the Purchaser.

Representations and Warranties

In the Merger Agreement, Bioserica (together with its Subsidiaries, the “Target Group”) makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) relating to, among other things: (a) proper corporate existence and power of the Target Group; (b) authorization, execution, delivery and enforceability of the Merger Agreement, each Additional Agreement to which it is a party, and other transaction documents; (c) no need for governmental authorization for the execution, delivery or performance of the Merger Agreement and Additional Agreements thereto; (d) absence of conflicts; (e) capital structure; (f) accuracy of charter documents and corporate records; (g) accuracy of the list of all assumed or “doing business as” names used by the Target Group; (h) accuracy of the list of each subsidiary of Bioserica; (i) consents; (j) financial information; (k) books and records, and accuracy, completeness and authenticity of contracts, documents and other papers; (l) absence of certain changes or events; (m) title to assets and properties; (n) material litigations; (o) material contracts; (p) licenses and permits; (q) cybersecurity and compliance with laws; (r) ownership of intellectual property; (s) customers and suppliers; (t) accounts receivable and payable and loans; (u) no pre-payments, (v) employees; (w) employment matters; (x) real property; (y) tax matters; (z) environmental matters; (aa) finders’ fees; (bb) powers of attorney and suretyships; (cc) directors and officers; (dd) certain business practices; (ee) compliance with sanctions and anti-money laundering laws; (ff) that Bioserica is not an investment company; (gg) related party agreements; (hh) product quality and warranty; and (ii) other information.

In the Merger Agreement, Parent, Purchaser and Merger Sub (collectively with Parent and Purchaser, the “Purchaser Parties”) make certain representations and warranties relating to, among other things: (a) proper corporate existence and power; (b) authorization, execution, delivery and enforceability of the Merger Agreement, each Additional Agreement; (c) no need for governmental authorization for the execution, delivery or performance of the Merger Agreement and each Additional Agreement; (d) absence of conflicts; (e) finders’ fees; (f) issuance of shares; (g) capital structure; (h) information supplied; (i) trust account; (j) Nasdaq Stock Market listing; (k) reporting company; (l) no market manipulation; (m) board approval; (n) SEC filing requirements and financial statements; (o) litigation; (p) compliance with laws; (q) compliance with anti-money laundering laws; (r) that the Company is not an investment company; and (s) tax matters. 

Conduct Prior to Closing; Covenants Pending Closing

Each of the Target Group and Purchaser Parties has agreed to, and cause its subsidiaries to, operate its respective business in the ordinary course, consistent with past practices, prior to the closing of the transactions (with certain exceptions) and not to take certain specified actions without the prior written consent of the other party. 

The Merger Agreement also contains covenants providing for:

Covenants

The Target Group makes covenants relating to, among other things: (a) reporting of taxes and compliance with laws; (b) reasonable best efforts to keep current and timely file all necessary documents required by the CSRC; (c) annual and interim financial statements; (d) obtaining required shareholder approval within five business days of registration statement effectiveness; (e) preparation of a purchaser incentive plan prior to the preliminary proxy statement/registration statement filing; (f) covenant not to sue and (g) provision of additional information.

Each party further makes covenants relating to, among other things: (a) reasonable best efforts to consummate the transactions contemplated in the Merger Agreement; (b) tax matters; (c) settlement and reimbursement of expenses; (d) compliance with SPAC agreements; (e) filing with the SEC a registration statement; and (f) confidentiality.

General Conditions to Closing

Consummation of the transactions contemplated by the Merger Agreement will be conditioned on, among other things, (i) no provisions of any applicable law, and no order shall prohibit or prevent the consummation of the closing; (ii) there shall not be any action brought by a third party that is not an affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the closing; (iii) the Reincorporation Merger shall have been consummated and the applicable certificates and the Reincorporation Articles of Merger shall have been filed in the appropriate jurisdictions; (iv) the SEC shall have declared the registration statement effective, and no stop order suspending the effectiveness of the registration statement or any part thereof shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (v) all applicable waiting periods, if any, (and any extension thereof) under any applicable anti-trust Laws shall have expired or been terminated; (vi) the required Parent shareholder approval having been obtained; and (vii) the Merger Agreement, the Acquisition Plan of Merger and the transactions contemplated hereby and thereby, shall have been duly authorized and approved respectively by the shareholders of Bioserica.

Purchaser Parties’ Conditions to Closing

The obligations of Purchaser Parties to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above in the first paragraph of this section, will be conditioned upon each of the following, among other things:

Bioserica’s Conditions to Closing

The obligations of Bioserica to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, will be conditioned upon each of the following, among other things:

Termination

The Merger Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to Bioserica’s stockholders, by:

A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and incorporated by reference. The foregoing summary of the terms of the Merger Agreement is subject to, and qualified in its entirety, by such document.

Voting and Support Agreement

Concurrently with the execution of the Merger Agreement, Bioserica, the Purchaser, the Company and a shareholder of Bioserica (the “Supporting Shareholder”) entered into a voting and support agreement (the “Voting and Support Agreement”) pursuant to which such Supporting Shareholder has agreed, among other things, to vote in favor of the Acquisition Merger, the adoption of the Merger Agreement and any other matters necessary or reasonably requested by Bioserica, the Purchaser or the Company for consummation of the Acquisition Merger and the other transactions contemplated by the Merger Agreement.

In addition, the Supporting Shareholder has agreed not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer the shares of the Company owned of record and beneficially by such Supporting Shareholder or over which such Supporting Shareholder has voting power, prior to the earlier to occur of (a) the closing of the Acquisition Merger, (b) the termination of the Merger Agreement, and (c) written agreement of the Supporting Shareholder and the Parent and Purchaser.

A copy of the Voting and Support Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference, and the foregoing description of the Support Agreement is qualified in its entirety by reference thereto.

Additional Agreements to be Executed at Closing

The Merger Agreement provides that, upon consummation of the transactions, the parties will enter into the following additional agreements.

Amended and Restated Registration Rights Agreement

At the closing, the Purchaser will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”) with certain shareholders of Bioserica and the Company with respect to the shares of the Purchaser issued or issuable in connection with the business combination. A SPAC III (Holdings) Corp., holder of the Parent’s Class B ordinary share, has at least one (1) demand registration right for its registrable securities. The Registration Rights Agreement provides certain demand registration rights and piggyback registration rights to such shareholders, subject to underwriter cutbacks and issuer blackout periods. The Purchaser will agree to pay certain fees and expenses relating to registrations under the Registration Rights Agreement.

A copy of the form of Registration Rights Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2, and is incorporated herein by reference, and the foregoing description of the Registration Rights Agreement is qualified in its entirety by reference thereto.

Lock-up Agreement

At the closing, a shareholder of the Company will enter into a lock-up agreement (the “Lock-Up Agreement”) with the Purchaser, pursuant to which such shareholder will agree, subject to certain customary exceptions, not to transfer, offer, sell, contract to sell, pledge or otherwise dispose of any Purchaser Ordinary Shares, any Purchaser Ordinary Shares received or issuable upon settlement of restricted share units or the exercise of options to purchase any Purchaser Ordinary Shares, or any securities convertible into or exercisable or exchangeable for any Purchaser Ordinary Shares, in each case, held by, or beneficially owned by, such shareholders immediately after the Closing, for a period of 365 days after the closing date.

Twenty percent (20%) of the lock-up shares will be subject to early release from lock-up if after the date that is 180 days after the closing date, the closing price of the Purchaser Class A Ordinary Shares on Nasdaq Stock Market for any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to $15.00 (as adjusted for share splits, share capitalization, subdivisions, reorganization, recapitalization and other similar arrangements).

A copy of the form of Lock-Up Agreement is filed with this Current Report on Form 8-K as Exhibit 10.3, and is incorporated herein by reference, and the foregoing description of the Lock-Up Agreement is qualified in its entirety by reference thereto.

Item 8.01 Other Events.

As reported on a Form 8-K filed on December 31, 2024, the Company entered into an agreement with HDEducation Group Limited (“HD Group”) to express a mutual indication of interest in a possible transaction. On May 21, 2025, such agreement was terminated by mutual agreement by the Company and HD Group.

Additional Information and Where to Find It

The proposed Transactions will be submitted to shareholders of the Company for their consideration and approval. The Company and Bioserica intend to jointly file a registration statement (the “Registration Statement”) with the SEC which will include a preliminary proxy statement in connection with the Company’s solicitation for proxies for the vote by the Company’s shareholders in connection with the proposed Transactions and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of the securities to be issued to Bioserica’s shareholders in connection with the completion of the proposed Transactions. After the Registration Statement is filed and declared effective, the Company will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed Transactions. The Company’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with the Company’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed Transactions, because these documents will contain important information about the Company, Bioserica and the proposed Transactions. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed Transactions and other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by directing a request to the Company.

Participants in the Solicitation

The Company, Bioserica and their respective directors, executive officers, and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from the Company’s shareholders in connection with the proposed Transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s shareholders in connection with the proposed Transactions will be set forth in the proxy statement/prospectus to be filed with the SEC in connection with the Transactions. You can find more information about the Company’s directors and executive officers in the Company’s final prospectus related to its initial public offering dated November 8, 2024. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

Forward-Looking Statements

Certain statements made in this Current Report are forward-looking statements. When used in this Current Report, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability of the Company and Bioserica to consummate an initial business combination within the time provided in the Company’s amended and restated memorandum and articles of association; performance of Bioserica’s business; the risk that the approval of the shareholders of the Company for the Business Combination is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the Business Combination; the level of redemptions made by the Company’s shareholders and its impact on the amount of funds available in the Company’s trust account to complete an initial business combination; risks relating to the combined company’s sources of cash and cash resources; risks relating to the combined company’s ability to manage future growth; the effects of competition on the combined company’s future business; the outcome of any potential litigation, government and regulatory proceedings, any investigations and inquiries involving the parties to the transactions; the impact of pandemics, global conflicts, the global economic status or tariffs on Bioserica’s or the combined company’s business; and those factors discussed in the Company’s final prospectus related to its initial public offering dated November 8, 2024, under the heading “Risk Factors” and other documents of the Company filed, or to be filed, with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

No Offer or Solicitation

This report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.