お知らせ • May 28
Bioserica International Limited entered into a merger agreement to acquire A SPAC III Acquisition Corp. (NasdaqCM:ASPC) from A SPAC III (Holdings) Corp. and others for $200 million in a reverse merger transaction. Bioserica International Limited entered into a merger agreement to acquire A SPAC III Acquisition Corp. (NasdaqCM:ASPC) from A SPAC III (Holdings) Corp. and others for $200 million in a reverse merger transaction on May 23, 2025. 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 million, 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. 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 deal is subject to regulatory approvals.
Norton Rose Fulbright acted as legal advisor to Bioserica International, Loeb & Loeb LLP acted as legal advisor to A SPAC III Acquisition Corp. お知らせ • Jan 02
HDEducation Group Limited executed an Agreement to acquire A SPAC III Acquisition Corp. (NasdaqCM:ASPC.U) for $300 million in a reverse merger transaction. HDEducation Group Limited executed an Agreement to acquire A SPAC III Acquisition Corp. (NasdaqCM:ASPC.U) for $300 million in a reverse merger transaction on December 31, 2024. The aggregate consideration to be paid to existing shareholders and holders of equity awards of HD Group is $300 million, which will be paid entirely in stock, comprised of newly issued ordinary shares of A SPAC III Acquisition Corp at a price of $10.00 per share, or equity awards with respect to such ordinary shares of A SPAC III Acquisition Corp. Upon the effectiveness of the Acquisition Merger, all issued and outstanding ordinary shares of HD Group will be cancelled and automatically converted into the right to receive, without interest, the applicable portion of the ordinary shares of A SPAC III Acquisition Corp. Immediately after the Closing, the Reincorporation Surviving Corporation’s board of directors shall consist of 5 directors, 3 of which will be executive directors designated by the Company prior to the Closing, two (2) of which will be designated by the Company to serve as independent directors in accordance with Nasdaq requirements. The Reincorporation Surviving Corporation’s board of directors will comply with the requirements of Nasdaq.
The transaction is subject to Consummation of the Agreement and the transactions therein is 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 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 (v) the Agreement, the plan of merger and the transactions contemplated hereby and thereby, shall have been duly authorized and approved respectively by the shareholders of HD Group and the A SPAC III Acquisition. The deal has been unanimously approved by the board of directors of A SPAC III Acquisition Corp.
Linklaters Hong Kong acted as legal advisor to HDEducation Group Limited. Loeb & Loeb LLP acted as legal advisor to A SPAC III Acquisition Corp. Board Change • Dec 31
High number of new and inexperienced directors There are 4 new directors who have joined the board in the last 3 years. The company's board is composed of: 4 new directors. No experienced directors. No highly experienced directors. CEO, CFO & Chairman Claudius Tsang is the most experienced director on the board, commencing their role in 2024. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model.