M&A - ASPAC III Acquisition Corp.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025047530

Filing Summary: On May 23, 2025, A SPAC III Acquisition Corp. entered into a Merger Agreement with Bioserica International Limited and its wholly-owned subsidiaries for a merger that involves both a Reincorporation Merger and an Acquisition Merger. Upon closing, A SPAC III will merge into A SPAC III Mini Acquisition Corp, converting existing shares into shares of the Purchaser. In the Acquisition Merger, A SPAC III Mini Sub Acquisition Corp will merge with Bioserica, with Bioserica becoming the surviving company. Total consideration for Bioserica shares is set at $200 million to be paid in stock. The agreement contains various representations, warranties, covenants, and conditions for closing, including necessary shareholder approvals and regulatory filings. The document also outlines shareholder agreements, conditions to closing, and termination rights. Additionally, it mentions a previously existing agreement with HDEducation Group Limited that was terminated prior to this filing. Shareholders are advised to read upcoming proxy statements regarding the proposed transactions.

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025047526

Filing Summary: On May 23, 2025, A SPAC III Acquisition Corp. entered into a merger agreement with Bioserica International Limited and its subsidiaries. This merger involves a reincorporation where A SPAC III Acquisition Corp. will merge into its wholly-owned subsidiary, A SPAC III Mini Acquisition Corp., with the latter being the surviving entity. Following this, A SPAC III Mini Sub Acquisition Corp. will merge with Bioserica, making Bioserica the surviving company. The total consideration for this acquisition is $200 million, to be paid in stock, with newly issued shares of the Purchaser and some Class A Ordinary Shares. The merger agreement includes specific representations, warranties, and obligations pertinent to both parties involved, along with termination rights under specified circumstances, ensuring compliance with SEC regulations for shareholder approval and effective transactions. The firm also highlighted voting and support agreements critical for the approval process of the merger and detailed information on additional agreements related to registration rights and lock-up periods for shareholders.

Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025007073

Filing Summary: On January 24, 2025, A SPAC III Acquisition Corp. announced the execution of an Agreement with Bioserica International Limited, a company engaged in the development and sales of bio-based antimicrobial materials. The Agreement outlines a Reincorporation Merger where A SPAC III Acquisition Corp. will merge into a newly formed British Virgin Islands business company. Prior to the Reincorporation Merger, the existing units of A SPAC III will be separated into their constituent securities. Post-merger, all shares of Bioserica will be converted into shares of the new entity for an aggregate consideration of $200 million, to be paid in newly issued ordinary shares at $10.00 per share. The Agreement contains various covenants and conditions for closing the transaction, including regulatory approvals, shareholder approvals, and performance conditions from both parties. The transaction is subject to definitive agreement execution and compliance with specified legal and financial conditions. The report serves as a potential solicitation material regarding the upcoming business combination and emphasizes the need for shareholders to review relevant documents before making decisions on the transaction.

Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025007066

Filing Summary: On January 24, 2025, ASPAC III Acquisition Corp. announced that it executed an Agreement with Bioserica International Limited, which is engaged in the development of bio-based antimicrobial materials. The Agreement outlines a Reincorporation Merger where ASPAC III will merge into a new British Virgin Islands company created for this purpose, subsequently converting all existing shares into shares of the new entity. Following this, an Acquisition Merger will occur where a subsidiary of the Purchaser will merge with Bioserica, with a total acquisition consideration of $200 million, entirely in stock at $10.00 per share. Conditions for closing include shareholder approvals and SEC filings. The Agreement may be terminated if certain conditions are not met, including the delivery of audited financial statements by May 31, 2025. An attached document contains the detailed terms of the Agreement, with expectations for a registration statement to be filed in relation to a potential business combination.

Form Type: 425

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000121390024113974

Filing Summary: On December 31, 2024, A SPAC III Acquisition Corp. (the “Company”) announced the execution of an Agreement with HDEducation Group Limited (“HD Group”), a comprehensive service platform for students pursuing university education globally. The Agreement outlines a Reincorporation Merger, merging the Parent with a newly-formed British Virgin Islands Exempt Company. In this merger, existing shares of the Parent will be converted into corresponding shares of the Purchaser. Concurrently, a wholly owned subsidiary of the Purchaser will merge with HD Group, making HD Group a wholly owned subsidiary of the Purchaser. The total consideration for HD Group's shareholders is valued at $300 million, paid in the Purchaser's ordinary shares at a price of $10.00 per share. The document details conditions for closing the transactions, including regulatory approvals, performance obligations, and covenants from both parties. The Agreement allows for termination under certain conditions and outlines steps regarding SEC filings and additional information dissemination.

Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000121390024113961

Filing Summary: On December 31, 2024, A SPAC III Acquisition Corp. announced the execution of a definitive agreement with HDEducation Group Limited (HD Group). This agreement outlines a two-part transaction involving a reincorporation merger and an acquisition merger. In the reincorporation merger, A SPAC III Acquisition Corp. will merge into a newly formed British Virgin Islands Exempt Company. Existing shares and rights of the Parent will convert automatically into equivalent shares and rights of the Purchaser. Concurrently, the merger subsidiary of the Purchaser will merge with HD Group, with HD Group becoming a wholly owned subsidiary of the Purchaser. The aggregate consideration for this transaction is set at $300 million to be paid entirely in stock. Both parties have agreed to continue normal business operations leading up to the closing and have established several conditions and covenants necessary for the consummation of the transactions. Conditions include obtaining necessary consents and ensuring compliance with various laws. The transaction may be terminated if certain conditions are unmet.