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The preliminary proxy describes a proposed Charter Amendment to extend ASPC's combination deadline from November 12, 2025 to November 12, 2026 and related shareholder votes. It discloses a May 23, 2025 Merger Agreement to combine with Bioserica via a series of reincorporation and acquisition mergers, which the board unanimously approved and will be submitted to shareholders for separate approval. Public shareholders may redeem for a cash amount equal to the trust account balance (less up to $100,000 for dissolution expenses) divided by outstanding public shares; if the company winds up, rights to receive post-combination ordinary shares will expire worthless. The proxy notes the Sponsor does not currently intend to fund an extension, officers and insiders may not be reimbursed for excess out-of-pocket expenses if no combination occurs, founder/private placement shares remain locked until a business combination, and national security (CFIUS) and other regulatory risks may limit target availability.
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