UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

A SPAC III Acquisition Corp.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

A SPAC III ACQUISITION CORP.
The Sun’s Group Center, 29^th Floor
200 Gloucester Road
Wan Chai, Hong Kong

September 28, 2026

Dear Shareholders:

On behalf of the Board of Directors (the “Board”) of A SPAC III Acquisition Corp. (the “Company,” “ASPC”, “A SPAC III” or “we”), I invite you to attend our Extraordinary General Meeting of Shareholders at 10 a.m. Eastern Time on October 19, 2026 (the “Extraordinary General Meeting”). We hope you can join us and participate by virtual attendance or in person. ASPC will be holding the Extraordinary General Meeting at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via https://loeb.zoom.us/j/99332153241.

The Notice of Extraordinary General Meeting of Shareholders, the Proxy Statement and the proxy card accompanying this letter are also available at https://www.cstproxy.com/aspaciiiacquisition/2026. We are first mailing these materials to our shareholders on or about September 28, 2026.

As discussed in the enclosed Proxy Statement, the Extraordinary General Meeting will be devoted to:

The purpose of the Charter Amendment and if necessary, the Adjournment Proposal, is to allow the Company additional time to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Pursuant to the Company’s current Charter, the Company has until November 12, 2026 (i.e. 24 months from the consummation of our initial public offering (the “IPO”)) to complete a Business Combination (the “Combination Period”). The Company needs more time to consummate a Business Combination and wants to extend the Combination Period from November 12, 2026 to November 12, 2028. In addition, the Company understands that its sponsor, A SPAC III (Holdings) Corp. (the “Sponsor”), does not currently plan to contribute any fund to the trust account established for the benefit of the Company’s public shareholders (the “Trust Account”) to extend the Company’s Current Termination Date.

As previously announced, the Company has entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement,” and the transactions contemplated by the Merger Agreement are hereinafter referred to as the “Bioserica Business Combination”) dated as of May 23, 2025, 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 Company (the “Merger Sub”). Pursuant to the Merger Agreement, among other things, (i) the Company will be merged with and into the Purchaser, the separate corporate existence will cease and the Purchaser will continue as the surviving corporation (the “Reincorporation Merger”), and (ii) the Merger Sub will merge with and into Bioserica and Bioserica will continue as the surviving company under the laws of the British Virgin Islands and become a wholly owned subsidiary of the Purchaser (the “Acquisition Merger”). Our Board of Directors has unanimously (i) approved and declared advisable the Merger Agreement and the Bioserica Business Combination and (ii) resolved to recommend approval of the Merger Agreement and related matters by our shareholders. The Company will hold a separate meeting of shareholders to consider and approve the proposed Bioserica Business Combination and a proxy statement/prospectus will be sent to all its shareholders.

The Company and other parties to the Merger Agreement are working towards satisfaction of the conditions to completion of the Bioserica Business Combination, including the necessary filings with the China Securities Regulatory Commission and the U.S. Securities and Exchange Commission related to the transaction, but have determined that there may not be sufficient time before November 12, 2026, the Current Termination Date, to consummate the Bioserica Business Combination. The Company further understands that the Sponsor does not currently plan to contribute any funds to the Trust Account to extend the Company’s Current Termination Date.

If the Charter Amendment Proposal is approved, the Company will have the right to extend the Combination Period from November 12, 2026 (i.e., 24 months from the consummation of the IPO) to November 12, 2028 (i.e., 48 months from the consummation of the IPO). On May 20, 2026, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”), which stated that because the stockholders’ equity of the Company reported on its Form 10-Q for the fiscal quarter ended March 31, 2026 was below the minimum of $2,500,000 stockholders’ equity (the “Minimum Stockholders’ Equity Requirement”) required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1), the Company no longer complies with Nasdaq’s continued listing rules on The Nasdaq Capital Market. The Company has been given an extension of up to November 12, 2026 to regain compliance with Rule 5550(b). In the event that the Company does not regain compliance on or before November 12, 2026, Nasdaq will provide written notification to the Company that its listed securities will be delisted and at that time, the Company may appeal the determination to a Hearings Panel. Notwithstanding the foregoing compliance extension granted by Nasdaq through November 12, 2026, Nasdaq rules also require that we complete a Business Combination no later than 36 months after our IPO. While we may be able to appeal a delisting determination by Nasdaq and be granted additional time after the 36^th month from our IPO date to complete a Business Combination, we may not be successful in such an appeal. If we are not successful in such an appeal and fail to complete a Business Combination within the 36 months of our IPO, our securities will be delisted. If our securities are delisted from Nasdaq, such delisting could make it more difficult to buy or sell the Company’s securities, limit investors’ ability to make transactions in our securities, impair the ability to obtain accurate quotations, subject us to additional trading restrictions, and could result in a material decline in the price of the Company’s securities.

On September 22, 2026, the redemption price per issued and outstanding Class A ordinary share issued in the IPO (“Public Share”) was approximately $10.82 (which is expected to be the same approximate amount two (2) business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $3.06 million as of September 22, 2026 (including interest not previously released to the Company to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Public Shares on the Nasdaq Capital Market on September 22, 2026 was $10.82. The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its holders of Public Shares to determine whether to keep their investments for an additional period of time if the Company does not complete a Business Combination on or before the Current Termination Date.

Subject to the foregoing, the approval of the Charter Amendment Proposal requires a resolution of members under the BVI Business Companies Act, being the affirmative vote of at least a majority of the votes cast by such holders of the issued and outstanding Class A ordinary shares and Class B ordinary shares, no par value, of the Company (collectively, the “Ordinary Shares”), voting together as a single class, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Our Board has determined that it is in the best interests of our shareholders to allow the Company to extend the period of time to consummate a Business Combination for an additional twenty-four (24) months from November 12, 2026 to November 12, 2028, and provide that the date for cessation of operations of the Company if the Company has not completed a Business Combination would similarly be extended to the Extended Termination Date.

On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 1,785,000 ordinary shares, representing approximately 76.4% of the Company’s issued and outstanding shares. If the Sponsor votes in favor of the extension (which it has indicated it will do), the Charter Amendment proposal will be approved. However, if it does not vote as it has indicated and if the Charter Amendment proposal is not approved and we have not consummated a Business Combination by the Current Termination Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest income (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject in each case to our obligations under the laws of British Virgin Islands to provide for claims of creditors and the requirements of other applicable law. In the event we wind up, there will be no distribution from the Trust Account with respect to our rights to receive ordinary shares upon the consummation of a Business Combination and the rights will expire worthless.

The Company wants to allow shareholders to redeem early, give itself more time to complete a Business Combination, and expects that there will be significant redemptions at the Extraordinary General Meeting.

You are not being asked to vote on any Business Combination at this time. The vote by the Company shareholders on a Business Combination will occur at a separate extraordinary general meeting of the Company shareholders, to be held at a later date, and the solicitation of proxies from the Company shareholders in connection with such separate Business Combination extraordinary general meeting, and the related right of the Company shareholders to redeem in connection with a Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Charter Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If the Charter Amendment is implemented and you do not elect to redeem your Public Shares now, you will retain the right to vote on a Business Combination when it is submitted to a vote by the shareholders and the right to redeem your Public Shares into a pro rata portion of the Trust Account in the event a Business Combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the shareholders’ vote is sought in connection with a Business Combination) or the Company has not consummated a Business Combination by the applicable termination date.

In connection with the Charter Amendment, public shareholders may elect (the “Election”) to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, regardless of whether such public shareholders vote “FOR” or “AGAINST” the Charter Amendment Proposal, and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the record date for the Extraordinary General Meeting (the “Record Date”). If the Charter Amendment Proposal is approved by the requisite vote of shareholders, the remaining holders of Public Shares will retain their right to redeem their Public Shares when a Business Combination is submitted to a vote by the shareholders, subject to any limitations set forth in the Charter Amendment. Each redemption of shares by our public shareholders will decrease the amount in our Trust Account, which held approximately $3.06 million as of September 22, 2026. In addition, public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a Business Combination by the Extended Termination Date. As of the date of this Proxy Statement, the Sponsor owns (i) an aggregate of 1,499,900 of the Company’s Class A ordinary shares (the “Sponsor Class A Shares”), (ii) an aggregate of 100 of the Company’s Class B ordinary shares (the “Sponsor Class B Shares”, and together with the Sponsor Class A Shares, the “Founder Shares”), and (iii) 285,000 units purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO (“Private Placement Units”). If a Business Combination is not completed by the Extended Termination Date, the Founder Shares and the Private Placement Units held by the Sponsor will become worthless.

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two (2) business days prior to the Extraordinary General Meeting (or October 15, 2026). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker, or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

As of September 22, 2026, there was approximately $3.06 million in the Trust Account. If the Charter Amendment Proposal is approved and the Company extends the Combination Period to November 12, 2028, the redemption price per share at the meeting for a Business Combination or the Company’s subsequent liquidation, as applicable, will be approximately $10.82 per share (without taking into account any additional interest, taxes payable and up to $100,000 of interest to pay dissolution expenses). NO ADDITIONAL FUNDS WILL BE DEPOSITED INTO THE TRUST ACCOUNT IF THE CHARTER AMENDMENT PROPOSAL IS APPROVED.

Our Board has fixed the close of business on September 22, 2026 as the date for determining the Company’s shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the Company’s ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof.

We are soliciting proxies so that each shareholder of record has an opportunity to vote on all matters that are scheduled to come before the shareholders at the Extraordinary General Meeting. Whether or not you plan to participate at the Extraordinary General Meeting in person, please take the time now to read the Proxy Statement and vote by submitting by mail a paper copy of your proxy or vote instructions, so that your shares are represented at the meeting. You may also revoke your proxy or vote instructions and change your vote at any time prior to the Extraordinary General Meeting. Regardless of the number of ASPC shares you own, your attendance in person or by proxy is important for quorum purposes and your vote is important for proper corporate action.

After careful consideration of all relevant factors, the Board of Directors has determined that each of the proposals is advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Enclosed is the Proxy Statement containing detailed information concerning the Charter Amendment Proposal at the Extraordinary General Meeting. Whether or not you plan to participate in person in the Extraordinary General Meeting, we urge you to read this material carefully and vote your shares. Thank you for your continuing interest in A SPAC III Acquisition Corp.

Sincerely,

A SPAC III Acquisition Corp.
The Sun’s Group Center, 29^th Floor
200 Gloucester Road
Wan Chai, Hong Kong

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE
HELD ON OCTOBER 19, 2026

To the Shareholders of A SPAC III Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Shareholders of A SPAC III Acquisition Corp. (the “Company,” “ASPC”, “A SPAC III” or “we”), a British Virgin Islands business company, will be held on October 19, 2026, at 10 a.m. Eastern Time, at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via https://loeb.zoom.us/j/99332153241.

The purpose of the Extraordinary General Meeting will be to consider and vote upon the following proposals:

The Board has fixed the close of business on September 22, 2026 as the record date for the meeting and only holders of shares of record at that time will be entitled to notice of and to vote at the Extraordinary General Meeting or any adjournments thereof.

IMPORTANT

WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING IN PERSON OR VIRTUALLY, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED PROXY AND DATE, SIGN, AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES OF AMERICA, OR SUBMIT YOUR PROXY THROUGH THE INTERNET AS PROMPTLY AS POSSIBLE.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 19, 2026. THIS PROXY STATEMENT TO THE SHAREHOLDERS WILL BE AVAILABLE AT https://www.cstproxy.com/aspaciiiacquisition/2026. THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY IS:

A SPAC III Acquisition Corp.
The Sun’s Group Center, 29^th Floor
200 Gloucester Road
Wan Chai, Hong Kong

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

The Company believes that it is in the best interests of its shareholders to extend its Combination Period until the Extended Termination Date, if necessary, in order to allow the Company additional time to complete a Business Combination and is therefore holding this Extraordinary General Meeting. The Company intends to hold a Business Combination extraordinary general meeting to approve a Business Combination at a future date.

You can attend the Extraordinary General Meeting via webcast by visiting https://loeb.zoom.us/j/99332153241.

If your shares are held in street name, and you would like to join and not vote, please contact your broker about receiving a proxy to do so. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

If the Extension is implemented and one or more the Company’s shareholders elect to redeem their Public Shares pursuant to the redemption, the Company will remove from the trust account established for the benefit of the Company’s public shareholders (the “Trust Account”) and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the funds in the Trust Account for the Company’s use in connection with consummating a Business Combination on or before the Extended Termination Date.

On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 1,785,000 ordinary shares, representing approximately 76.4% of the Company’s issued and outstanding shares. If the Sponsor votes in favor of the extension (which it has indicated it will do), the Charter Amendment proposal will be approved. However, if it does not vote as it has indicated and if the Charter Amendment Proposal is not approved and we do not consummate a Business Combination by November 12, 2026, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public shareholders, and our rights will expire worthless.

The initial shareholders waived their rights to participate in any liquidating distribution with respect to the 1,499,900 Class A ordinary shares and 100 Class B ordinary shares of the Company they hold (the “Founder Shares”). There will be no distribution from the Trust Account with respect to the Company’s rights, which will expire worthless in the event the Company dissolves and liquidates the Trust Account.

The purpose of the Charter Amendment Proposal is to provide the Company with additional time to complete the Bioserica Business Combination. As of the date of this Proxy Statement, we have up to November 12, 2026 (the “Current Termination Date”) to complete a Business Combination.

Our Board currently believes that there is not sufficient time before the Current Termination Date to prepare appropriate documentation in connection with the Bioserica Business Combination, hold a special meeting to seek the shareholders’ approval required for the Bioserica Business Combination and to consummate the Bioserica Business Combination. Completion of the Bioserica Business Combination is subject to, among other matters, satisfaction of the closing conditions and approval of the transaction by our shareholders. Our Board believes that in order for our shareholders to evaluate the Bioserica Business Combination and for us to have time to consummate the Bioserica Business Combination, we need to obtain the Extension. However, this would be contrary to the interests of our non-redeeming public shareholders who will have substantially less funds in the Trust Account than if the Extension were not adopted and the Charter Amendment Proposal were not approved.

The approval of the Charter Amendment Proposal is required for us to extend the date by which we must consummate the Bioserica Business Combination. Approval of the Charter Amendment Proposal is a condition to the Extension.

You are not being asked to vote on a Business Combination at the Extraordinary General Meeting. The vote by the Company shareholders on a Business Combination will occur at a separate extraordinary general meeting of the Company shareholders, to be held at a later date, and the solicitation of proxies from the Company shareholders in connection with such separate Business Combination Extraordinary General Meeting, and the related right of the Company shareholders to redeem in connection with a Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Charter Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Charter Amendment Proposal is implemented, you should elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.

On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 1,785,000 ordinary shares, representing approximately 76.4% of the Company’s issued and outstanding shares. If the Sponsor votes in favor of the extension (which it has indicated it will do), the Charter Amendment proposal will be approved. However, if it does not vote as it has indicated and if the Charter Amendment Proposal is not approved by the Company’s shareholders, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes for the Charter Amendment Proposal. If the Adjournment Proposal is not approved by the Company’s shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal.

If presented, the Board unanimously recommends that you vote in favor of the Adjournment Proposal.

The Initial Shareholders and their respective affiliates are not entitled to redeem any Founder Shares in connection with the Charter Amendment Proposal. On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 1,785,000 ordinary shares, representing approximately 76.4% of the Company’s issued and outstanding shares.

If you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Charter Amendment Proposal and the Adjournment Proposal.

If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established and will have no effect on the outcome of the Charter Amendment Proposal.

If the Charter Amendment Proposal is approved, the Adjournment Proposal will not be presented for a vote.

The Sponsor and the officers, directors, and the initial shareholders of the Company waived their rights to participate in any liquidation distribution with respect to the 1,500,000 Founder Shares. There will be no distribution from the Trust Account with respect to the Company’s rights, which will expire worthless in the event the Company dissolves and liquidates the Trust Account.

If the Charter Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of the Company held by the Company’s officers, directors, the Sponsor and its affiliates.

If you hold your Public Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. You also may revoke your proxy by sending a notice of revocation to the Company’s CEO at A SPAC III Acquisition Corp., The Sun’s Group Center, 29^th Floor, 200 Gloucester Road, Wan Chai, Hong Kong, which must be received by the Company’s CEO on or before the Extraordinary General Meeting. Attending the Extraordinary General Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

One or more shareholders who together hold not less than a majority of the issued and outstanding shares in the Company entitled to attend and vote at the Extraordinary General Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 11:59 p.m., New York Time, on October 18, 2026.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com/aspaciiiacquisition/2026 and entering the voter control number included on your proxy card.

If you hold public units registered in your own name, you must deliver the certificate for such public units to the Trustee with written instructions to separate such public units into Public Shares and public rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the public units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your public units, you must instruct such nominee to separate your public units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of public units to be split and the nominee holding such public units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant public units and a deposit of an equal number of Public Shares and public rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the public units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: [email protected]

In order to exercise your redemption rights, you must, prior to 5:00 p.m. New York Time on October 15, 2026 (two (2) business days before the Extraordinary General Meeting), (i) submit a written request to the Trustee, that the Company redeem your Public Shares for cash, and (ii) deliver your shares to the Trustee physically or electronically through DTC. The address of the Company’s transfer agent is listed under the question “Who can help answer my questions?” below. The Company requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your shares are delivered to the Company’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act to facilitate the request. It is the Company’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because the Company does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with the Company’s consent, until the vote is taken with respect to the matters presented at the Extraordinary General Meeting. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer my questions?”

The Company’s shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this Proxy Statement, or up to two (2) business days prior to the vote on the proposal to approve the Charter Amendment at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Charter Amendment Proposal is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Separate voting materials will be mailed to the Company shareholders for a Business Combination Extraordinary General Meeting to be held on a later date.

A SPAC III Acquisition Corp.
The Sun’s Group Center, 29^th Floor
200 Gloucester Road
Attention: Chief Executive Officer
Email: [email protected]

You may also contact the proxy solicitor for the Company at:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Tel: 877-870-8565 (toll-free) or
(206) 870-8565 (banks and brokers can call collect)
Email: [email protected]

To obtain timely delivery, the Company shareholders must request the materials no later than October 12, 2026, or five (5) business days prior to the date of the Extraordinary General Meeting. You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where Can You Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 5:00 p.m., New York Time, on October 15, 2026 (two business days before the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the transfer agent:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: [email protected]

PROXY STATEMENT
FOR
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 19, 2026
FIRST MAILED ON OR ABOUT SEPTEMBER 28, 2026

Date, Time, and Place of the Extraordinary General Meeting

The enclosed proxy is solicited by the Board of Directors (the “Board”) of A SPAC III Acquisition Corp. (the “Company,” “ASPC,” “A SPAC III” or “we”), a British Virgin Islands business company, in connection with the Extraordinary General Meeting of Shareholders to be held on October 19, 2026, at 10 a.m. Eastern Time for the purposes set forth in the accompanying Notice of Meeting. The Extraordinary General Meeting, and any adjournments thereof, will be held at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via https://loeb.zoom.us/j/99332153241.

The principal executive office of the Company is The Sun’s Group Center, 29^th Floor, 200 Gloucester Road, Wan Chai, Hong Kong, and its telephone number, including area code is +1 702 287 9776.

Purpose of the Extraordinary General Meeting

At the Extraordinary General Meeting, you will be asked to consider and vote upon the following matters:

The purpose of the Charter Amendment and if necessary, the Adjournment Proposal, is to allow the Company additional time to complete a Business Combination. Pursuant to the Company’s current Charter, the Company has until November 12, 2026 (i.e. 24 months from the consummation of our initial public offering (the “IPO”)) to complete a Business Combination (the “Combination Period”). The Company believes that there will not be sufficient time to consummate a Business Combination before the Current Termination Date of November 12, 2026 The Company needs more time to consummate a Business Combination and wants to extend the Combination Period from November 12, 2026 to November 12, 2028. In addition, the Company understands that its sponsor, A SPAC III (Holdings) Corp. (the “Sponsor”), does not currently plan to contribute any fund to the trust account established for the benefit of the Company’s public shareholders (the “Trust Account”) to extend the Company’s Current Termination Date.

As previously announced, the Company has entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement,” and the transactions contemplated by the Merger Agreement are hereinafter referred to as the “Bioserica Business Combination”) dated as of May 23, 2025, 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 Company (the “Merger Sub”). Pursuant to the Merger Agreement, among other things, (i) the Company will be merged with and into the Purchaser, the separate corporate existence will cease and the Purchaser will continue as the surviving corporation (the “Reincorporation Merger”), and (ii) the Merger Sub will merge with and into Bioserica and Bioserica will continue as the surviving company under the laws of the British Virgin Islands and become a wholly-owned subsidiary of the Purchaser (the “Acquisition Merger”).

Our Board of Directors has unanimously (i) approved and declared advisable the Merger Agreement and the Bioserica Business Combination and (ii) resolved to recommend approval of the Merger Agreement and related matters by our shareholders. We will hold a separate meeting of shareholders at a later date to consider and approve the proposed Bioserica Business Combination and a separate proxy statement/prospectus in relation thereto will be sent to all our shareholders.

The Company and other parties to the Merger Agreement are working towards satisfaction of the conditions to complete the Bioserica Business Combination, including the necessary filings with the China Securities Regulatory Commission and the U.S. Securities and Exchange Commission related to the transaction, but have determined that there may not be sufficient time before November 12, 2026, the Current Termination Date, to consummate, the Bioserica Business Combination. The Company further understands that the Sponsor does not currently plan to contribute any funds to the Trust Account to extend the Company’s Current Termination Date.

If the Charter Amendment Proposal is approved, the Company will have the right to extend the Combination Period from November 12, 2026 (i.e., 24 months from the consummation of the IPO) to November 12, 2028 (i.e., 48 months from the consummation of the IPO). However, On May 20, 2026, the Company received a letter from Nasdaq, which stated that because the stockholders’ equity of the Company reported on its Form 10-Q for the fiscal quarter ended March 31, 2026 was below the Minimum Stockholders’ Equity Requirement required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1), the Company no longer complies with Nasdaq’s continued listing rules on The Nasdaq Capital Market. The Company has been given an extension of up to November 12, 2026 to regain compliance with Rule 5550(b). In the event that the Company does not regain compliance on or before November 12, 2026, Nasdaq will provide written notification to the Company that its listed securities will be delisted and at that time, the Company may appeal the determination to a Hearings Panel. Notwithstanding the foregoing compliance extension granted by Nasdaq through November 12, 2026, Nasdaq rules require that we complete a Business Combination no later than 36 months after our IPO. While we may be able to appeal a delisting determination by Nasdaq and be granted additional time after the 36^th month from our IPO date to complete a Business Combination, we may not be successful in such an appeal. If we are not successful in such an appeal and fail to complete a Business Combination within the 36 months of our IPO, our securities will be delisted. If our securities are delisted from Nasdaq, such delisting could make it more difficult to buy or sell the Company’s securities, limit investors’ ability to make transactions in our securities, impair the ability to obtain accurate quotations, subject us to additional trading restrictions, and could result in a material decline in the price of the Company’s securities.

On September 22, 2026, the redemption price per issued and outstanding Class A ordinary share issued in the IPO (“Public Share”) was approximately $10.82 (which is expected to be the same approximate amount two (2) business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $3.06 million as of September 22, 2026 (including interest not previously released to the Company to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Public Shares on the Nasdaq Capital Market on September 22, 2026 was $10.82. The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its holders of Public Shares to determine whether to keep their investments for an additional period of time if the Company does not complete a Business Combination on or before the Current Termination Date.

Subject to the foregoing, the approval of the Charter Amendment Proposal requires a resolution of members under the BVI Business Companies Act, being the affirmative vote of at least a majority of the votes cast by such holders of the issued and outstanding Ordinary Shares, voting together as a single class as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Our Board has determined that it is in the best interests of our shareholders to allow the Company to extend the period of time to consummate a Business Combination for an additional twenty-four (24) months from November 12, 2026 to November 12, 2028, and provide that the date for cessation of operations of the Company if the Company has not completed a Business Combination would similarly be extended to the Extended Termination Date.

On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 1,785,000 ordinary shares, representing approximately 76.4% of the Company’s issued and outstanding shares. If the Sponsor votes in favor of the extension (which it has indicated it will do), the Charter Amendment proposal will be approved. However, if it does not vote as it has indicated and if the Charter Amendment Proposal is not approved and we have not consummated a Business Combination by the Current Termination Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject in each case to our obligations under the laws of British Virgin Islands to provide for claims of creditors and the requirements of other applicable law. In the event we wind up, there will be no distribution from the Trust Account with respect to our rights to receive ordinary shares upon the consummation of a Business Combination and the rights will expire worthless.

The Company wants to allow shareholders to redeem early, give itself more time to complete a Business Combination, and expects that there will be significant redemptions at the Extraordinary General Meeting.

Voting Rights and Revocation of Proxies

The record date with respect to this solicitation is the close of business on September 22, 2026 (the “Record Date”) and only shareholders of record on that day will be entitled to vote at the Extraordinary General Meeting and any adjournments thereof.

Holders of the Company’s Class A ordinary shares and Class B ordinary shares, no par value, of the Company (collectively, “Ordinary Shares”) will vote together as a single class, with each share entitling the holder thereof to one vote. The Company’s Ordinary Shares represented by all validly executed proxies received in time to be taken to the meeting and not previously revoked will be voted at the meeting. The proxy may be revoked by the shareholders at any time prior to its being voted by filing with the Secretary of the Company either by a notice of revocation or a duly executed proxy bearing a later date. We intend to mail or otherwise release this Proxy Statement and the enclosed proxy card to our shareholders on or about September 28, 2026.

Dissenters’ Right of Appraisal

Holders of Ordinary Shares do not have appraisal rights under the laws of British Virgin Islands or under the governing documents of the Company in connection with this solicitation.

Outstanding Shares and Quorum

The number of outstanding Ordinary Shares entitled to vote at the meeting is 2,337,581. Each Ordinary Share is entitled to one vote. The presence by proxy or attendance, in person or virtually, at the Extraordinary General Meeting of the holders of not less than 50 percent of the votes of the Ordinary Shares entitled to vote at the Extraordinary General Meeting will constitute a quorum. There is no cumulative voting. Shares that abstain or for which the authority to vote is withheld on certain matters (so-called “broker non-votes”) will be treated as present for quorum purposes on all matters.

Broker Non-Votes

Holders of Ordinary Shares that are held in street name must instruct their bank or brokerage firm that holds their shares how to vote their shares. If a shareholder does not give instructions to his or her bank or brokerage firm, it will nevertheless be entitled to vote the shares with respect to “routine” items, but it will not be permitted to vote the shares with respect to “non-routine” items. In the case of a non-routine item, such shares will be considered “broker non-votes” on that proposal.

Proposal 1 (Charter Amendment) is a matter that we believe will be considered “non-routine.”

Proposal 2 (Adjournment) is a matter that we believe will be considered “routine.”

Banks or brokerages cannot use discretionary authority to vote shares on Proposal 1 if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.

Required Votes for Each Proposal to Pass

Assuming the presence of a quorum at the Extraordinary General Meeting:

An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Voting Procedures

Each Ordinary Share that you own in your name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your proxy card shows the number of Ordinary Shares that you own.

You can vote your shares in advance of the Extraordinary General Meeting by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a broker, bank, or other nominee, you will need to follow the instructions provided to you by your broker, bank, or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by our Board. Our Board recommends voting “FOR” each of the Charter Amendment Proposal and the Adjournment Proposal.

You can participate in the Extraordinary General Meeting and vote in person physically or by virtual attendance even if you have previously voted by submitting a proxy. However, if your Ordinary Shares are held in the name of your broker, bank, or other nominee, you must get a proxy from the broker, bank, or other nominee. That is the only way we can be sure that the broker, bank, or nominee has not already voted your Ordinary Shares.

Solicitation of Proxies

Your proxy is being solicited by our Board on the proposals being presented to shareholders at the Extraordinary General Meeting. The Company has engaged Advantage Proxy to assist in the solicitation of proxies for the Extraordinary General Meeting. The Company has agreed to pay Advantage Proxy its customary fee and out-of-pocket expenses. The Company will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages, and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone, or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact Advantage Proxy at:

Advantage Proxy
P.O. Box 10904
Yakima, WA 98909
Free: 877-870-8565
Collect: 206-870-8565
[email protected]

The cost of preparing, assembling, printing, and mailing this Proxy Statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Extraordinary General Meeting, will be borne by the Company.

Some banks and brokers have customers who beneficially own ordinary shares listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding Ordinary Shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

Delivery of Proxy Materials to Shareholders

Only one copy of this Proxy Statement will be delivered to an address where two or more shareholders reside with the same last name or whom otherwise reasonably appear to be members of the same family based on the shareholders’ prior express or implied consent.

We will deliver promptly upon written or oral request a separate copy of this Proxy Statement. If you share an address with at least one other shareholder, currently receive one copy of our Proxy Statement at your residence, and would like to receive a separate copy of Proxy Statement for future shareholder meetings of the Company, please specify such request to Continental Stock Transfer & Trust Company for registered shareholders and if your shares are held in a brokerage account the request should go to your brokerage firm.

If you share an address with at least one other shareholder and currently receive multiple copies of Proxy Statement, and you would like to receive a single copy of Proxy Statement, please specify such request to Continental Stock Transfer & Trust Company for registered shareholders and if your shares are held in a brokerage account the request should go to your brokerage firm.

Redemption Rights

Pursuant to our Charter, any holders of our Public Shares may demand that such shares be redeemed for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable, calculated as of two (2) business days prior to the Extraordinary General Meeting. Regardless whether you vote for or against the Charter Amendment Proposal, if your request is properly made and the Charter Amendment Proposal is approved, these shares will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of our IPO (calculated as of two (2) business days prior to the Extraordinary General Meeting). For illustrative purposes, based on funds in the Trust Account of approximately $3.06 million on September 22, 2026, the estimated per share redemption price would have been approximately $10.82.

In order to exercise your redemption rights, you must:

submit a request in writing prior to 5:00 p.m., Eastern Time on October 15, 2026 (two (2) business days before the Extraordinary General Meeting) that we convert your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30^th Floor
New York, NY 10004
Attn: SPAC Redemption Team
E-mail: [email protected]

and,

Shareholders who hold their shares in street name will have to coordinate with their broker, bank, or nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with our consent, until the vote is taken with respect to the Charter Amendment Proposal. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed above.

If you exercise your redemption rights, your Ordinary Shares will cease to be outstanding immediately prior to the Extraordinary General Meeting (assuming the Charter Amendment Proposal is approved) and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly and timely request redemption.

On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 1,785,000 ordinary shares, representing approximately 76.4% of the Company’s issued and outstanding shares. If the Sponsor votes in favor of the extension (which it has indicated it will do), the Charter Amendment proposal will be approved. However, if it does not vote as it has indicated and if the Charter Amendment Proposal is not approved and we do not consummate a Business Combination by the Current Termination Date, we may be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public shareholders and our rights to receive ordinary shares upon the consummation of a Business Combination and the rights will expire worthless.

Holders of outstanding units must separate the underlying Public Shares and public rights prior to exercising redemption rights with respect to the Public Shares.

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company with written instructions to separate such units into Public Shares and public rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights with respect to the Public Shares upon the separation of the Public Shares from the units.

If a broker, dealer, commercial bank, trust company, or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares and public rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the Public Shares upon the separation of the Public Shares from the units. While this is typically done electronically the same business day, you should allow at least one (1) full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of September 22, 2026 the number of Ordinary Shares, including both Class A ordinary shares and Class B ordinary shares, beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding ordinary shares, (ii) each of our officers and directors and (iii) all of our officers and directors as a group.

PROPOSAL 1: THE CHARTER AMENDMENT PROPOSAL

The proposed Charter Amendment would amend and restate our existing Charter to extend the date by which it has to consummate a Business Combination (the “Extension”) for an additional twenty-four months from November 12, 2026 (the “Current Termination Date”) to November 12, 2028 (the termination date as so extended, the “Extended Termination Date”) by deleting the existing Charter in its entirety and substitute it by the adoption of the amended and restated memorandum and articles of association in the form set forth in Annex A to the accompanying Proxy Statement, subject to registration of it by the Registry of Corporate Affairs of the British Virgin Islands. Under the current Charter, the Company has until November 12, 2026 (i.e. 24 months from the consummation of the Company’s IPO) to complete a Business Combination (the “Combination Period”). Pursuant to the terms of the proposed Charter Amendment, the Company will have the right to extend the Combination Period from November 12, 2026 (i.e., 24 months from the consummation of the IPO) to November 12, 2028 (i.e., 48 months from the consummation of the IPO). However, no additional funds will be deposited into the Trust Account if the proposed Charter Amendment is approved. The complete text of the proposed amendment is attached to this Proxy Statement as Annex A. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Reasons for the Proposed Charter Amendment

The purpose of the Charter Amendment and if necessary, the Adjournment Proposal, is to allow the Company additional time to complete a Business Combination. Pursuant to the Company’s current Charter, the Company has until November 12, 2026 (i.e. 24 months from the consummation of our IPO) to complete a Business Combination. The Company believes that there will not be sufficient time to consummate a Business Combination before the Current Termination Date of November 12, 2026. The Company needs more time to consummate a Business Combination and wants to extend the Combination Period from November 12, 2026 to November 12, 2028. In addition, the Company understands that its sponsor, A SPAC III (Holdings) Corp. (the “Sponsor”), does not currently plan to contribute any fund to the trust account established for the benefit of the Company’s public shareholders (the “Trust Account”) to extend the Company’s Current Termination Date.

As previously announced, the Company has entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement,” and the transactions contemplated by the Merger Agreement are hereinafter referred to as the “Bioserica Business Combination”) dated as of May 23, 2025, 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 Company (the “Merger Sub”). Pursuant to the Merger Agreement, among other things, (i) the Company will be merged with and into the Purchaser, the separate corporate existence will cease and the Purchaser will continue as the surviving corporation (the “Reincorporation Merger”), and (ii) the Merger Sub will merge with and into Bioserica and Bioserica will continue as the surviving company under the laws of the British Virgin Islands and become a wholly-owned subsidiary of the Purchaser (the “Acquisition Merger”). Our Board of Directors has unanimously (i) approved and declared advisable the Merger Agreement and the Bioserica Business Combination and (ii) resolved to recommend approval of the Merger Agreement and related matters by our shareholders. We will hold a separate meeting of shareholders to consider and approve the proposed Bioserica Business Combination and a separate proxy statement/prospectus in relation thereto will be sent to all our shareholders. The Company and other parties to the Merger Agreement are working towards satisfaction of the conditions to completion of the Bioserica Business Combination, including the necessary filings with the China Securities Regulatory Commission and U.S. Securities and Exchange Commission related to the transaction, but have determined that there may not be sufficient time before November 12, 2026, the Current Termination Date, to consummate, the Bioserica Business Combination. The Company further understands that the Sponsor does not currently plan to contribute any funds to the Trust Account to extend the Company’s Current Termination Date.

If the Charter Amendment Proposal is approved, the Company will have the right to extend the Combination Period from November 12, 2026 (i.e., 24 months from the consummation of the IPO) to November 12, 2028 (i.e., 48 months from the consummation of the IPO). However, On May 20, 2026, the Company received a letter from Nasdaq, which stated that because the stockholders’ equity of the Company reported on its Form 10-Q for the fiscal quarter ended March 31, 2026 was below the Minimum Stockholders’ Equity Requirement required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1), the Company no longer complies with Nasdaq’s continued listing rules on The Nasdaq Capital Market. The Company has been given an extension of up to November 12, 2026 to regain compliance with Rule 5550(b). In the event that the Company does not regain compliance on or before November 12, 2026, Nasdaq will provide written notification to the Company that its listed securities will be delisted and at that time, the Company may appeal the determination to a Hearings Panel. Notwithstanding the foregoing compliance extension granted by Nasdaq through November 12, 2026, Nasdaq rules require that we complete a Business Combination no later than 36 months after our IPO. While we may be able to appeal a delisting determination by Nasdaq and be granted additional time after the 36^th month from our IPO date to complete a Business Combination, we may not be successful in such an appeal. If we are not successful in such an appeal and fail to complete a Business Combination within the 36 months of our IPO, our securities will be delisted. If our securities are delisted from Nasdaq, such delisting could make it more difficult to buy or sell the Company’s securities, limit investors’ ability to make transactions in our securities, impair the ability to obtain accurate quotations, subject us to additional trading restrictions, and could result in a material decline in the price of the Company’s securities.

On September 22, 2026, the redemption price per Public Share was approximately $10.82 (which is expected to be the same approximate amount two (2) business days prior to the Extraordinary General Meeting of Shareholders (“Extraordinary General Meeting”), based on the aggregate amount on deposit in the Trust Account of approximately $3.06 million as of September 22, 2026 (including interest not previously released to the Company to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Public Shares on the Nasdaq Capital Market on September 22, 2026 was $10.82. The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its holders of Public Shares to determine whether to keep their investments for an additional period of time if the Company does not complete a Business Combination on or before the Current Termination Date.

Subject to the foregoing, the approval of the Charter Amendment Proposal requires a resolution of members under the BVI Business Companies Act, being the affirmative vote of at least a majority of the votes cast by such holders of the issued and outstanding Class A ordinary shares and Class B ordinary shares, no par value, of the Company (collectively, the “Ordinary Shares”), voting together as a single class, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Our Board has determined that it is in the best interests of our shareholders to allow the Company to extend the period of time to consummate a Business Combination for an additional twenty-four (24) months from November 12, 2026 to November 12, 2028, and provide that the date for cessation of operations of the Company if the Company has not completed a Business Combination would similarly be extended to the Extended Termination Date.

On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 1,785,000 ordinary shares, representing approximately 76.4% of the Company’s issued and outstanding shares. If the Sponsor votes in favor of the extension (which it has indicated it will do), the Charter Amendment proposal will be approved. However, if it does not vote as it has indicated and if the Charter Amendment proposal is not approved and we have not consummated a Business Combination by the Current Termination Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject in each case to our obligations under the laws of British Virgin Islands to provide for claims of creditors and the requirements of other applicable law. In the event we wind up, there will be no distribution from the Trust Account with respect to our rights to receive ordinary share upon the consummation of a Business Combination and the rights will expire worthless.

Interests of Certain Persons in the Charter Amendment and the Consummation of a Business Combination

When you consider the recommendation of the Board in favor of adoption of the Charter Amendment Proposal, you should keep in mind that ASPC’s Sponsor, directors, and officers (collectively, “Initial Shareholders”) have interests in a Business Combination that are different from, or in addition to, your interests as a shareholder, including:

If a Business Combination is not completed by November 12, 2026, ASPC will be required to liquidate. In such event:

Other interests of ASPC’s Initial Shareholders in a Business Combination will be fully described in the proxy statement to be made available to ASPC’s shareholders in connection with the shareholder approval of such proposed transaction.

There are no assurances that the Charter Amendment and Extension, even if approved and implemented, will enable us to complete the Bioserica Business Combination or a Business Combination.

Approving the Extension involves a number of risks. Even if the Extension is approved and implemented, the Company can provide no assurances that the Bioserica Business Combination or any Business Combination will be consummated prior to the Extended Termination Date. Our ability to consummate a Business Combination is dependent on a variety of factors, many of which are beyond our control. If the Extension is approved and implemented , the Company expects to seek shareholder approval of the Bioserica Business Combination.

We are required to offer public shareholders the opportunity to redeem Public Shares in connection with the Charter Amendment Proposal, and we will be required to offer public shareholders redemption rights again in connection with the shareholder vote to approve the Bioserica Business Combination. Even if the Extension or the Bioserica Business Combination is approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate the Bioserica Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with shareholder votes on each of the Extension and the Bioserica Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares in the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for a Business Combination target or the performance or business prospects of a post-Business Combination company.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our Business Combination.

Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, or lead to material adverse effects on a post-Business Combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a Business Combination could change even after we have entered into a business combination agreement as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly or impractical for us to terminate that business combination agreement. These factors could affect our selection of a Business Combination target.

We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete a Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete a Business Combination. If we complete a Business Combination with such a target, the post-Business Combination company’s operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of the post-Business Combination company to decline.

We may not be able to complete a Business Combination with a U.S. target company since such Business Combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

The Committee on Foreign Investment in the U.S. (“CFIUS”) is an interagency committee authorized to review certain transactions involving acquisitions and investments in the U.S. by foreign persons in order to determine the effect of such transactions on the national security of the U.S. CFIUS has jurisdiction to review transactions that could result in control of a U.S. business directly or indirectly by a foreign person, certain non-controlling investments that afford the foreign investor non-passive rights in a “TID U.S. business” (defined as a U.S. business that (1) produces, designs, tests, manufactures, fabricates, or develops one or more critical technologies; (2) owns or operates certain critical infrastructure; or (3) collects or maintains directly or indirectly sensitive personal data of U.S. citizens), and certain acquisitions, leases, and concessions involving real estate even with no underlying U.S. business. Certain categories of acquisitions of and investments in a U.S. business also may be subject to a mandatory notification requirement.

Our sponsor, A SPAC III (Holdings) Corp., a British Virgin Islands company, is controlled by or has substantial ties with non-U.S. persons domiciled outside the U.S. Acquisitions and investments by non-U.S. persons in certain U.S. businesses may be subject to rules or regulations that limit foreign ownership. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as our sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, a Business Combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential Business Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination. CFIUS may decide to block or delay our Business Combination, impose conditions to mitigate national security concerns with respect to such Business Combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete a Business Combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If the Charter Amendment Proposal is not approved, and we cannot complete our Business Combination by November 12, 2026 because the review process drags on beyond the Combination Period or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive approximately $10.82 per share (without taking into account any additional interest, taxes payable and up to $100,000 of interest to pay dissolution expenses), and our rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If we are deemed to be an investment company under the Investment Company Act, we would be required to meet burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our Business Combination. In that case, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete a Business Combination and instead to liquidate itself.

There is currently uncertainty concerning the applicability of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the regulations thereunder, to a special purpose acquisition company such as A SPAC III. Notwithstanding an investment of proceeds in government securities, A SPAC III could nevertheless be considered to be operating as an unregistered investment company, and the longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the greater the risk that A SPAC III may be considered an unregistered investment company.

If A SPAC III is deemed to be an investment company under the Investment Company Act, A SPAC III’s activities would be severely restricted and A SPAC III would be subject to burdensome compliance requirements. Although A SPAC III does not believe that its principal activities will subject itself to regulation as an investment company under the Investment Company Act, if A SPAC III is deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, A SPAC III would be subject to additional regulatory burdens and expenses for which A SPAC III has not allotted funds. As a result, unless A SPAC III were able to modify its activities so that A SPAC III would not be deemed an investment company, A SPAC III would expect to abandon its efforts to complete a Business Combination and instead to liquidate itself. If A SPAC III is required to liquidate and dissolve, its investors would not be able to realize the benefits of owning shares in the post-Business Combination company, including the potential appreciation in the value of A SPAC III’s shares and rights following such a transaction. In addition, in the event of A SPAC III’s liquidation and dissolution, A SPAC III’s rights would expire worthless.

Since the Sponsor, our directors, and officers will lose their entire investment in us if a Business Combination is not completed, they may have a conflict of interest in the approval of the proposals at the Extraordinary General Meeting.

There will be no distribution from the Trust Account with respect to the Company’s rights, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of (i) 100 Class B ordinary shares that were purchased by the Sponsor for an aggregate purchase price of $2 prior to our IPO, (ii) 1,499,900 Class A ordinary shares that were exchanged by the Sponsor for 1,499,900 Class B ordinary shares the Sponsor purchased for an aggregate purchase price of $24,998 prior to our IPO, and (iii) 285,000 Private Placement Units purchased by the Sponsor for an aggregate purchase price of $2,850,000. As a consequence, a liquidating distribution will be made only with respect to the Public Shares. In addition, certain of our executive officers have beneficial interests in the Sponsor. Such persons have waived their rights to liquidating distributions from the Trust Account with respect to these securities, and all of such investments would expire worthless if a Business Combination is not consummated. Additionally, such persons can earn a positive rate of return on their overall investment in the combined company after a Business Combination, even if other holders of our Ordinary Shares experience a negative rate of return, due to having initially purchased the Class B ordinary shares for an aggregate of $25,000. The personal and financial interests of our Sponsor, directors, and officers may have influenced their motivation in identifying and selecting Bioserica or other target for a Business Combination , and therefore may have interests different from, or in addition to, your interests as a shareholder in connection with the proposals at the Extraordinary General Meeting.

The ability of our public shareholders to exercise redemption rights if the Extension is implemented with respect to a large number of our Public Shares may adversely affect the liquidity of our securities.

Pursuant to our Charter, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s Public Shares for cash if the Extension is implemented. The ability of our public shareholders to exercise such redemption rights with respect to a large number of our Public Shares may adversely affect the liquidity of our Class A ordinary shares. As a result, you may be unable to sell your Class A ordinary shares even if the per-share market price is higher than the per-share redemption price paid to public shareholders that elect to redeem their Public Shares if the Extension is implemented.

Nasdaq may delist our securities which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

On May 20, 2026, the Company received a letter from Nasdaq, which stated that because the stockholders’ equity of the Company reported on its Form 10-Q for the fiscal quarter ended March 31, 2026 was below the Minimum Stockholders’ Equity Requirement required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1), the Company no longer complies with Nasdaq’s continued listing rules on The Nasdaq Capital Market. The Company has been given an extension of up to November 12, 2026 to regain compliance with Rule 5550(b). In the event that the Company does not regain compliance on or before November 12, 2026, Nasdaq will provide written notification to the Company that its listed securities will be delisted and at that time, the Company may appeal the determination to a Hearings Panel.

Notwithstanding the foregoing compliance extension granted by Nasdaq through November 12, 2026, Nasdaq rules require that we complete a Business Combination no later than 36 months after our IPO. While we may be able to appeal a delisting determination by Nasdaq and be granted additional time after the 36^th month from our IPO date to complete a Business Combination, we may not be successful in such an appeal. If we are not successful in such an appeal and fail to complete a Business Combination within the 36 months of our IPO, our securities will be delisted. If our securities are delisted from Nasdaq, such delisting could make it more difficult to buy or sell the Company’s securities, limit investors’ ability to make transactions in our securities, impair the ability to obtain accurate quotations, subject us to additional trading restrictions, and could result in a material decline in the price of the Company’s securities.

You are not being asked to vote on any Business Combination at this time. If the Charter Amendment is implemented and you do not elect to redeem your Public Shares now, you will retain the right to vote on a Business Combination when it is submitted to a vote by the shareholders and the right to redeem your Public Shares into a pro rata portion of the Trust Account in the event a Business Combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the shareholders’ vote is sought) or the Company has not consummated a Business Combination by the applicable termination date.

Vote Required

Approval of the Charter Amendment proposal requires the affirmative vote of a majority of the votes of the Ordinary Shares entitled to vote thereon which were present at the Extraordinary General Meeting and were voted. If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares on this proposal, unless you direct the holder how to vote, by marking your proxy card. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Recommendation

The Company’s Board recommends that you vote “FOR” the Charter Amendment proposal.

PROPOSAL 2: THE ADJOURNMENT PROPOSAL

The Adjournment Proposal, if approved, will request the chairman of the Extraordinary General Meeting (who has agreed to act accordingly) to adjourn the Extraordinary General Meeting to a later date or dates for any reason, including but not limited to permitting further solicitation of proxies. If the Adjournment Proposal is not approved by our shareholders, the chairman of the Extraordinary General Meeting may not be able to adjourn the Extraordinary General Meeting to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Charter Amendment Proposal.

Vote Required

If a majority of the votes of the Ordinary Shares entitled to vote thereon which were present in person physically or by virtual attendance or represented by proxy which were present and voted at the Extraordinary General Meeting vote for the Adjournment Proposal, the chairman of the Extraordinary General Meeting will exercise his or her power to adjourn the meeting as set out above.

Recommendation

The Company’s Board recommends that you vote “FOR” the Adjournment Proposal.

WHERE CAN YOU FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website that contains reports, proxy, and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at www.sec.gov.

This Proxy Statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this Proxy Statement. Information and statements contained in this Proxy Statement are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this document.

You may obtain additional copies of this Proxy Statement, at no cost, and you may ask any questions you may have about the Charter Amendment or the Adjournment by contacting us at the following address or telephone number:

The Sun’s Group Center, 29^th Floor
200 Gloucester Street
Wan Chai, Hong Kong

You may also obtain these documents at no cost by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address and telephone number:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Free: 877-870-8565
Collect: 206-870-8565

In order to receive timely delivery of the documents in advance of the Extraordinary General Meeting, you must make your request for information no later than October 12, 2026.

Annex A

Charter Amendment

Annex A

Territory of the British Virgin Islands

The BVI Business Companies Act, 2004

amended and restated memorandum and articles of association
OF
A SPAC III ACQUISITION CORP.

Incorporated as a BVI Business Company on 3 September 2021

Amended and Restated on [●], 2026

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

A SPAC III ACQUISITION CORP.

A COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ON [●], 2026

The name of the Company is “A SPAC III Acquisition Corp.”.

The Company shall be a company limited by shares.

The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith. For the avoidance of doubt, the creation, designation or issuance of any Preferred Shares with rights and privileges ranking in priority to any existing class of Shares pursuant to Clause 6.2 shall not be deemed to be a variation of the rights of such existing class.

A Share may be transferred in accordance with Regulation 4 of the Articles.

We, Ogier Global (BVI) Limited of Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands, for the purpose of incorporating a BVI business company under the laws of the British Virgin Islands hereby sign this Memorandum of Association.

Dated 03 September 2021

Incorporator

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

A SPAC III ACQUISITION CORP.

A COMPANY LIMITED BY SHARES

AMENDED AND RESTATED [●], 2026

without the written consent of the named mortgagee or chargee.

A SPAC III Acquisition Corp.

I/We being a Member of the above Company HEREBY APPOINT___________________________of____________________________ or failing him __________________________________of ________________________________________________to be my/our proxy to vote for me/us at the meeting of Members to be held on the ______day of ________________, 20____ and at any adjournment thereof.

(Any restrictions on voting to be inserted here.)

Signed this ____ day of _____________, 20______

______________

Member

such transaction must be approved by a majority of the members of the Board of Directors who do not have an interest in the transaction, such directors having been provided with access (at the Company’s expense) to the Company’s attorney or independent legal counsel, unless the disinterested directors determine that the terms of such transaction are no less favourable to the Company than those that would be available to the Company with respect to such a transaction from unaffiliated third parties.

and, subject to compliance with the Act and these Articles shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

The Company may by Resolution of Members or by a Resolution of Directors continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The Directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one Director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any Director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

The Company may by a Resolution of Members or by a Resolution of Directors appoint a voluntary liquidator.

24.5

We, Ogier Global (BVI) Limited of Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands, for the purpose of incorporating a BVI business company under the laws of the British Virgin Islands hereby sign these Articles of Association.

Dated 03 September 2021

Incorporator

A SPAC III ACQUISITION CORP.

PRELIMINARY PROXY FOR
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Claudius Tsang with full power of substitution, as proxy of the undersigned to attend the Extraordinary General Meeting of Shareholders (the “Extraordinary General Meeting”) of A SPAC III Acquisition Corp., to be held at 10 a.m. Eastern Time on October 19, 2026 (the “Extraordinary General Meeting”) at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via webcast at https://loeb.zoom.us/j/99332153241, and any postponement or adjournment thereof, and to vote as if the undersigned were then and there present on all matters set forth in the Notice of Extraordinary General Meeting, dated September 28, 2026 (the “Notice”), a copy of which has been received by the undersigned, as follows:

NOTE: IN HIS OR HER DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE EXTRAORDINARY GENERAL MEETING AND ANY ADJOURNMENT(S) THEREOF.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE EXTRAORDINARY GENERAL OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

Dated:

Sign exactly as your name(s) appears on your stock certificate(s). A corporation is requested to sign its name by its President or other authorized officer, with the office held designated. Executors, administrators, trustees, etc., are requested to so indicate when signing. If a stock certificate is registered in two names or held as joint tenants or as community property, both interested persons should sign.

PLEASE COMPLETE THE FOLLOWING:

I plan to participate in the Extraordinary General Meeting (Circle one): Yes No

Number of attendees:

PLEASE NOTE:

SHAREHOLDER SHOULD SIGN THE PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE THE EXTRAORDINARY GENERAL MEETING. PLEASE INDICATE ANY ADDRESS OR TELEPHONE NUMBER CHANGES IN THE SPACE BELOW.