Overview

A SPAC III Mini Acquisition Corp. is a blank check company incorporated in the British Virgin Islands. The company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The company intends to use the cash from the proceeds of its Initial Public Offering (IPO) and private placement to fund its initial business combination.

Recent Developments

• On November 12, 2024, the company consummated its IPO, selling 5,500,000 Units at $10.00 per unit, generating gross proceeds of $55,000,000.
• Simultaneously, the company consummated the private placement of 280,000 Private Placement Units.
• On November 19, 2024, the company issued an additional 500,000 Over-Allotment Option Units and 5,000 additional Private Placement Units, generating total gross proceeds of $5,050,000.
• In connection with the IPO and Over-Allotment Option, the company issued 270,000 Class A ordinary shares to the underwriter for no consideration.
• As a result of the over-allotment option exercise, 81,250 Class B ordinary shares were forfeited.
• A total of $60,000,000 was placed in the Trust Account for the benefit of the public shareholders and underwriters.
• On December 31, 2024, the company entered into an agreement to acquire HD Group, a global education platform, for $300,000,000 in stock.
• On January 24, 2025, the company entered into an agreement to acquire Bioserica, a bio-based antimicrobial materials company, for $200,000,000 in stock.

Results of Operations

The company has not engaged in any operations or generated any revenue to date. Its activities have been limited to organizational tasks and preparing for the IPO. The company expects to incur increased expenses as a public company and in searching for and completing a business combination.

For the year ended December 31, 2024, the company had a net loss of $226,383, consisting of $587,106 in general and administrative expenses offset by $360,723 in interest income. For the year ended December 31, 2023, the company had a net loss of $2,650 in formation and operating expenses.

Liquidity and Capital Resources

Prior to the IPO, the company’s liquidity needs were satisfied through a $25,000 payment from the Sponsor for Founder Shares and a $244,603 loan from the Sponsor.

After the IPO and private placements, the company had $60,000,000 in the Trust Account and $1,888,753 in cash held outside the Trust Account. As of December 31, 2024, the company had $1,598,890 in cash on hand and $1,200,865 in working capital.

The company may seek Working Capital Loans from the Sponsor or its affiliates of up to $1,150,000, which could be convertible into private placement units. The company believes it has sufficient funds to meet its expenditures, but may need additional financing to complete a business combination.

The company’s ability to continue as a going concern is dependent on its ability to complete a business combination within the 12-18 month combination period. If the company is unable to do so, it would proceed with a voluntary liquidation.

Off-Balance Sheet Financing Arrangements

The company has no off-balance sheet financing arrangements.

Contractual Obligations

The company has registration rights agreements with the holders of Founder Shares, Private Placement Units, and shares issued to the underwriters. It also has obligations under the underwriting agreement, including paying underwriting commissions and issuing 270,000 Class A ordinary shares to the underwriters.

Critical Accounting Policies and Estimates

The company’s critical accounting policies include:

• Accounting for Class A ordinary shares subject to possible redemption
• Calculating net income (loss) per share
• Adopting new accounting standards, such as ASU 2023-07 on segment reporting and ASU 2023-09 on income tax disclosures

The company has not identified any critical accounting estimates.